SOLID GROWTH - Cogent Holdings Pte Ltd · 2018. 5. 31. · provider of Automotive Logistics...

SOLID GROWTH

ANNUALREPORT 2015

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ANNUAL REPORT 2015

1 Operating profit equals to earnings before interest and tax less gain from disposal of property, plant and equipment2 Derived based on Company’s last transacted share price of 39.5 Singapore cents as at 31 December 2015

TOTAL SHAREHOLDER RETURN (FROM JAN 2013 TO MAR 2016)

EBITDA MARGIN (%)

0 5 10 15 20 25 3530

OPERATING PROFIT 1 MARGIN (%)

0 5 10 15 20 25 30

19.1

16.0

25.6

FY13

FY14

FY15

30.7

21.0

32.7

FY13

FY14

FY15

Source: Bloomberg

COGENT HOLDINGS LIMITED:

339%STRAITS TIMES INDEX:

-1%

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ANNUAL REPORT 2015

CONTENTS Financial Highlights

Our Growing Legacy

Generations Of Success

What We Do

Joint Message From Our Chairman & CEO

Board Of Directors

Our Senior Management Team

Cogent Cares

Grooming The Next Generation Of Leaders

Sharing The Warmth

Operating & Financial Review

Corporate Governance Report, Statutory Reports & Financial Statements

Statistics of ShareholdingsNotice of Annual General MeetingProxy Form Corporate Information

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1960OUR HUMBLE BEGINNINGS

2002We began STRATEGIC

EXPANSION of our services into petrochemical industry

in Jurong Island

2009We embarked on

providing a full range of specialised services for

PROJECT CARGO

1996We embarked on a

NEW CHAPTER into a niche market in chemical warehouse development

and management

2015We accepted letter of intent issued by EDB to develop,

own and operate the Jurong Island CHEMICAL

LOGISTICS FACILITY

2010Listed on SGX Main Board

IPO price of 22 Singapore cents

per share

2014We received accolade from FORBES ASIA

We increased our presence in MALAYSIA'S LOGISTICS MARKET

Cogent Holdings Limited (KJ9.SI)

OUR GROWING LEGACY

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ANNUAL REPORT 2015

1980

1990

We expanded our TRANSPORTATION

FLEET

We diversified into dedicated CONTAINER DEPOT

MANAGEMENT SERVICES

1995We obtained ISO 9002:1994 CERTIFICATION through our

initiative in creating an efficient quality management system

2008We expanded our

AUTOMOTIVE LOGISTICS MANAGEMENT

SERVICES

2011We diversified into

PROPERTY MANAGEMENT

SERVICES

2013We were awarded USD$100,000 for

“THE NEXT GENERATION CONTAINER PORT CHALLENGE”

with our 2 patented concepts

2016We celebrated the grand opening of

Cogent 1•Logistics Hub with a donation of S$168,888.88 to charity

2006We enhanced our range

of services with the introduction of a

ZERO-GST WAREHOUSE

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“A good reputation for yourself and your company is an invaluable asset not reflected in the balance sheets.”- Li Ka Shing

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ANNUAL REPORT 2015

GENERATIONS OF SUCCESS

Cogent Holdings Limited and its subsidiaries started as a family business providing point-to-point cargo transportation with a small fleet of trucks in the 1960s. Today, it has grown into one of Singapore’s leading logistics management service providers and a highly regarded listed company with a broad-based clientele that ranges from local SMEs to multinational companies.

With over 40 years of experience in providing quality logistics solutions, our facilities and services have consistently met or exceeded the expectations of our clients. Nevertheless, we continue to innovate so that we can provide the best logistics solutions for our customers’ evolving needs.

LEADING LOGISTICS MANAGEMENTSERVICE PROVIDER

OVER 40 YEARS OF EXCELLENCE

THE GROUP STRUCTURE

SH Cogent Logistics Pte Ltd

Cogent Jurong Island Pte Ltd

Cogent Automotive Logistics Pte Ltd

Cogent Investment Group Pte Ltd

Cogent Land Capital Pte Ltd

Cogent Container Depot Pte Ltd

Cogent Container Depot (M) Sdn Bhd

SH Cogent Logistics Sdn Bhd

100%

100%

100%

100%

100%

100%

100%

100%

100%

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COGENT 1•LOGISTICS HUB

Preparing for Cogent Group’s continual growth, Cogent 1.Logistics Hub was constructed to consolidate the Group’s full suite of logistics operations under one roof.

Cogent 1.Logistics Hub is one of Singapore’s largest one-stop integrated logistics hubs with a gross floor area spanning 1.6 million square feet. Completed in 2014, the iconic landmark stands at over 110 metres in height (equivalent to a 40-storey residential building), with the world’s first and only rooftop container depot and 5 storeys of ramp-up purpose-built warehouse space.

The rooftop container depot is designed to stack up to 15 containers as compared to conventional depots that can only stack up to 9 containers.

Its ability to store up to 16,000 TEUs of containers on a much smaller footprint, enables the freeing up of valuable land parcels for enhanced land productivity.

The state-of-the-art and space-saving design was also awarded international patents.

With the container depot and warehouse integrated within a single building, transportation cycle and waiting time are effectively shortened, thus enhancing productivity while reducing cost. Containers collected from our depot can be delivered to the warehouse in minutes, allowing operators to handle higher volume within the same amount of time.

The one-stop facility also encompasses vast open yard spaces, full-fledged container maintenance, refurbishment and repair centres, and is equipped with specially designed safety systems that contribute to a safer working environment. Strategically located at 1 Buroh Crescent, the development’s geographical advantage will turn it into the heart of Singapore’s logistics network connecting major ports, industrial zones and expressways.

WHAT WE DO

AUTOMOTIVE LOGISTICS MANAGEMENT SERVICESDriven towards your automobile needs

WAREHOUSING AND PROPERTY MANAGEMENT SERVICESState-of-the-art warehouse

CONTAINER DEPOT MANAGEMENT SERVICESThinking out of the box

TRANSPORTATION MANAGEMENT SERVICESDriven by excellence

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ANNUAL REPORT 2015

From our humble beginnings in operating a small fleet of trucks, we have expanded our transportation business to operate over 100 prime movers and 400 trailers. The extensive portfolio of customers we have served includes local and international corporations in the steel, construction, marine and OPEC (Oil, Petroleum, Energy and Chemicals) industries, as well as third party logistics service providers.

With a team fully trained and certified by the authorities in the handling of dangerous goods and emergency situations, coupled with investments in modern tracking system for greater operational efficiency, Cogent has proven to be an effective and outstanding logistics service provider in the transportation of laden and empty containers,

dangerous goods, project cargoes, break-bulk cargoes, out of gauge cargoes, port clearance, police escort, freight-coordination services and dry hubbing services.

Our trusted logistics services also include the transportation and storage of project cargoes and warehouse inventory management. Our massive covered warehouse and open yard space are designed for efficient storage of a variety of heavy and break-bulk cargoes. With the well-equipped facilities, we possess the capability to handle a wide variety of projects, as well as heavy lifting services. Our customer-focused and systematic approach, coupled with a relentless thirst for improvements, will ensure our continuing legacy of service excellence.

Growing on the back of more than 20 years of experience, Cogent continues to be the leading provider of Automotive Logistics Management Services in Singapore and a well-trusted business partner in the vehicle industry with more than 5 storage facilities and capability to store more than 3,000 cars at multiple locations.

Managed by a skilful and highly experienced crew, coupled with high quality equipment, we are proud of our distinguished track record in vehicle logistics services, and the implementation of our “Zero Damage Policy” when ensuring our clients’ vehicles

are delivered in the best conditions.

Our comprehensive automotive logistics services range from customs processing and transportation, to storage of motor vehicles within our licensed warehouses, supported by round-the-clock operation with 24/7 call centre assistance.

Over the years, we have achieved ISO 9001:2008 Quality Management System Certification and developed strong working relationships with government agencies like Singapore Customs and LTA given our pioneer status.

AUTOMOTIVE LOGISTICS MANAGEMENT SERVICES

TRANSPORTATION MANAGEMENT SERVICES

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For more than a decade, we operate one of the largest local private container depot premises in Singapore at a single location which can store more than 20,000 TEUs. We took our growth to greater heights with the construction of our sky depot at Cogent 1.Logistics Hub – a testament of our commitment to progress.

Our sky depot layout provides both optimum efficiency for clearance and easy retrieval, ensuring fast turnarounds for hauliers. Ensuring a safe working environment has always been our priority, as demonstrated by our implementation of overhead

cranes and hoists instead of reach stackers to eliminate the risk of containers toppling.

Going the extra mile for our customers, we also offer value-added services including a dedicated fleet of trucks to transport empty containers; the adoption of Electronic Data Interchange (EDI) interfacing for efficient information flow; and a team of qualified surveyors and technicians on ground to handle equipment and container repair works. At the same time, our cleaning, maintenance and repair works are subjected to rigorous internal quality and integrity checks in line with our customers’ requirements.

Cogent manages and operates approximately 3.6 million square feet of covered and open storage spaces. The state-of-the-art warehousing facilities are designed to optimise logistic flow, maximise storage capacities and reduce vehicle turnaround time. Our warehousing solutions include ambient, raw materials, finished goods, NEA and SCDF licensed products and general cargoes.

We are committed to high standards of safety, ensuring that all chemicals and compounds are handled by qualified and trained personnel. Our in-depth experience, knowledge and technological support in the storage and handling of various classes of chemicals ensures our operations always adhere with strict compliance of shipping regulations of the NEA, SCDF and Materials Safety Data Sheet (MSDS) reporting.

The addition of Cogent 1.Logistics Hub enables us to consolidate our warehouse operations strategically to outperform competitors.

In 2012, Cogent successfully ventured into the property management business and became the master tenant of The Grandstand, formerly known as Turf City. Since then, Cogent has redeveloped and transformed this 1 million square foot state property into the largest shopping and lifestyle hub offering an eclectic mix of food and beverage outlets, enrichment centres, retail shops, a hypermarket and Singapore’s first farmers’ market. It is also home to The Grandstand Car Mall, one of the largest car marts in Singapore covering a massive space of 450,000 square feet, with over 150 car showrooms, 3,800 cars and 580 models.

WAREHOUSING AND PROPERTY MANAGEMENT SERVICES

CONTAINER DEPOT MANAGEMENT SERVICES

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ANNUAL REPORT 2015

“As a leader, one should spend more time

than others planning for the future.”

- Li Ka Shing

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Dear Shareholders,

In FY2015, we celebrated the fifth anniversary of our listing on SGX Mainboard which happened to coincide with Singapore’s SG50 Jubilee Celebrations. It was also the year that the Group was able to grow on a more solid footing, thanks to the completion of the warehousing section of our Cogent 1.Logistics Hub at the end of 2014. Our capacity for warehousing income generation had significantly grown as a result, paving the way for greater resilience in the performance of our integrated logistics business. During the course of FY2015, we had realised the earnings potential of our integrated logistics hub as incrementally larger warehouse space began generating business income – at least 96% of the warehouse space were income-generating by mid-FY2015.

Moving forward, the container depot section of Cogent 1.Logistics Hub is expected to have its roof-top gantry crane system completed by the fourth quarter of 2016, following the appointment of an international crane specialist, Konecranes Pte Ltd, to realise the full potential of the integrated logistics hub.

OUR PERFORMANCE IN FY2015 In FY2015, our Group achieved a full-year net profit attributable to shareholders of S$25.5 million, an increase of 3% over that of the previous year. Excluding the exceptional gains from the disposal of property, plant and equipment, the Group’s net profit for FY2015 would have outperformed that of the previous year by 40%, rising from S$17.8 million (FY2014) to S$25.0 million (FY2015). The improvement was driven by healthy topline growth coupled with effective management of business overheads amidst the challenging business environment.

Group revenue in FY2015 rose 9% to S$129.2 million, led by contribution from the Warehousing and Property Management Services, in particular, those from Cogent 1.Logistics Hub. The Automotive Logistics Management Services posted a 17% jump in revenue to S$27.5 million, driven by the robust demand for vehicle storage and transportation services to cater for the rising number of imported vehicles. The Container Depot Management Services turned in 14% higher revenue of S$22.6 million on the back of higher volume of container repairs and storage while Transportation Management Services reported 9% lower revenue of S$28.2 million as a result of declining trucking volume from certain industries.

DIVIDENDWe are pleased to propose a first and final cash dividend of 1.88 Singapore cents per ordinary share in respect of FY2015. This is lower than

the 2.58 Singapore cents per ordinary share (excluding special dividend of 1.18 Singapore cents) paid out in respect of FY2014 in view of the expected near-term financial commitment for the upcoming Jurong Island chemical logistics facility project.

BUSINESS OUTLOOK AND GROWTH PROSPECTSIn Singapore today, land limitation remains an issue of significant concern plaguing businesses at large. Looking back, we are glad that we pushed ahead with our decision to develop the integrated logistics hub which can operate in a highly land-productive and cost-effective manner. Valued at S$450 million (based on an independent valuation in August 2015), our facility has been patented for its innovative design in numerous countries including but not limited to the United States, Europe, China, Hong Kong, Japan and Singapore. We believe that it will serve as a springboard for strategic expansion overseas, especially in countries that value land productivity.

On 12 October 2015, Cogent accepted the letter of intent issued by the Singapore Economic Development Board to develop, own and operate a similar multi-purpose logistics hub to support the manufacturing operations on Jurong Island. This facility will occupy up to 6 hectares of land on Jurong Island, and has a total built-up area of about 1.6 million square feet – which is the same size as the current integrated logistics hub.

We are excited about working on this strategic project. We hope it will help to position the Group favourably in Singapore’s logistics industry, especially given the strong sustainable logistics demand in the high-growth energy and chemical sector in Jurong Island.

On our Malaysian operations, the Phase 1 construction of our first warehouse and container depot facilities on a 536,659 square feet land in Port Klang Free Zone was completed on 29 December 2015. Operations have commenced in January 2016 with the warehouse section fully utilised. With the successful launch of our Phase 1, we will further strengthen our foothold in Malaysia and shall proceed with our Phase 2 (final phase) within this year. This involves the construction of a warehouse on an adjacent plot of 419,482 square feet.

In spite of the current economic uncertainty around the world, we believe Cogent will be able to weather any adverse economic headwinds reasonably well given the strength of its core business fundamentals. Moving ahead, we strive to take Cogent to its next

level of growth within and beyond Singapore.

CORPORATE SOCIAL RESPONSIBILITYWhile we celebrate our achievements, we are mindful that Cogent desires to be remembered for having a heart of compassion for the community around us. As a Group, we are grateful to Singapore and the community here for the opportunity to grow our businesses from strength to strength. We truly believe that as our community thrives, our Group flourishes.

At the official opening of Cogent 1.Logistics Hub on 22 February 2016, which marked a significant and auspicious milestone for us, we presented a S$168,888.88 hongbao to two charities, namely, The Straits Times School Pocket Money Fund and The Business Times Budding Artists Fund. The former reaches out to children from low-income families by helping them through school, while the latter provides training in the arts for children and youths in similar family circumstances.

Earlier in 2015, the Group had donated S$100,000 to these two charities on the occasion of SG50 as well as Cogent’s fifth anniversary as a listed company on the Singapore Exchange. We also contributed S$110,000 towards Yu Neng Primary School’s outreach event, Pay-It-Forward, which raised funds for ChildAid, a children’s charity concert jointly organised by The Straits Times and The Business Times.

The Group also donated S$255,000 to St Luke’s Eldercare for its Bukit Timah Eldercare Project that helped to purchase wireless motion tracking systems for some 100 households in the Bukit Timah precinct that had elderly either staying alone at home or who were alone during the day when their family members were at work.

APPRECIATIONWe are thankful that, in FY2015, we managed to outperform FY2014 despite the challenging business environment. We are in a robust position because of our sound business fundamentals and the hard work that our team has put in. Moving ahead towards our next growth phase amidst the economic challenges, we need the support of all our stakeholders. The year ahead for Cogent will no doubt be filled with obstacles. However, we believe that every cloud has a silver lining. We are hopeful that our strategic decisions to differentiate Cogent from the rest of the competition will allow us to grow from strength to strength.

We would like to take this opportunity to wish all our stakeholders a rewarding year ahead!

JOINT MESSAGE FROM OUR CHAIRMAN & CEO

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ANNUAL REPORT 2015

“Valued at S$450 million, our facility has been

patented for its innovative design in

numerous countries...”

Tan Yeow Khoon

Benson TanTAN MIN CHEOW, BENSONExecutive Director & CEO

TAN YEOW KHOONExecutive Chairman

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TEO LIP HUA, BENEDICT

Independent Director

EDWIN TAN YEOW LAMManaging Director

CHAN SOO SENLead Independent

Director

TAN MIN CHEOW, BENSON

Executive Director & CEO

CHUA CHEOW KHOON, MICHAEL


TAN YEOW KHOONExecutive Chairman

BOARD OF DIRECTORS

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ANNUAL REPORT 2015

TAN YEOW KHOON Executive ChairmanMr Tan Yeow Khoon is our Executive Chairman and the founder of our Group. Mr Tan Yeow Khoon has more than 40 years of experience in the logistics services industry. Mr Tan Yeow Khoon began working in his family business in 1969 and took over the family business in the 1970s as CEO until 31st December 2014. Mr Tan Yeow Khoon has been instrumental in the growth of the Group, which now includes Automotive Logistics Management Services, Container Depot Management Services, Warehousing and Property Management Services. Mr Tan Yeow Khoon is the inventor of our patented Cogent 1.Logistics Hub, integrating a roof-top container depot on top of a 1.6 million square feet of warehouse space.

As the Executive Chairman of our Group, Mr Tan Yeow Khoon oversees all major strategic, business and financial decisions of our Group. Mr Tan Yeow Khoon is the controlling shareholder of the Group.

Mr Tan Yeow Khoon is the brother of Mr Edwin Tan Yeow Lam, our Managing Director. Mr Tan Yeow Khoon is the father of Mr Tan Min Cheow, Benson, our Executive Director and CEO of the Company.

CHAN SOO SEN Lead Independent DirectorMr Chan Soo Sen is our Lead Independent Director. He also holds directorships in two other listed companies in Singapore, namely Midas Holdings Limited and BreadTalk Group Limited. He was previously a director of SunMoon Food Company Limited.

Mr Chan had served in various ministries including the Prime Minister’s Office, Ministry of Health, Ministry of Community Development, Youth and Sports, Ministry of Education, and Ministry of Trade and Industry from 1997 to 2006. In 2001, he was appointed Minister of State. He retired from ministerial appointments in May 2006. He served as Member of Parliament for Joo Chiat Constituency from 2001 to 2011. He joined Keppel Corporation Ltd as Director, Chairman’s Office to oversee general management of staff from July 2006 to June 2009. Before entering politics, Mr Chan played an instrumental role in the starting up of the China-Singapore Suzhou Industrial Park as its founding Chief Executive Officer in 1994 and was also the Executive Director of the Chinese Development Assistance Council in 1992. Mr Chan graduated from the University of Oxford, United Kingdom in 1978 and holds a Master in Management Science from the University of Stanford, United States of America.

Mr Chan does not have any relationships including immediate family relationships with the Directors, the Company or its 10% shareholders as defined in the Code of Corporate Governance 2012.

TAN MIN CHEOW, BENSON Executive Director & CEOIn 2015, Mr Tan Min Cheow, Benson, was appointed the CEO of the Group. Mr Benson Tan joined the Group in 2004 after completing his studies. He is responsible for setting the group strategic directions and overseeing the group businesses. Mr Benson Tan has been instrumental in obtaining various key contracts and long-term partnerships for the provision of logistics services with big players in the industries such as ExxonMobil, Keppel FELS, The Polyolefin Company (S) Pte. Ltd., NatSteel Group and ArcelorMittal Singapore Private Limited.

In 2011, Mr Benson Tan diversified the Group business and started Cogent Land Capital Pte. Ltd. (“CLC”), a property management arm of the Group and serve as its CEO. CLC has taken over the management of a one million square feet state-property at 200 Turf Club Road. Under his leadership, the property has been successfully rebranded into a popular family and lifestyle destination known as “The Grandstand”. The Grandstand houses a wide variety of dining and services outlets, kids’ activities clusters and pre-owned car showrooms.

Mr Benson Tan is the son of Mr Tan Yeow Khoon, our Executive Chairman and controlling shareholder, and the nephew of our Managing Director and substantial shareholder, Mr Edwin Tan Yeow Lam.

CHUA CHEOW KHOON, MICHAEL Independent DirectorMr Chua Cheow Khoon, Michael, is our Independent Director.

He is an Executive Director of BMD Consulting Pte Ltd, a management consultancy practice in Singapore. He is also an Independent Non-Executive Chairman of JB Foods Limited, a company listed on the Mainboard of SGX-ST. Previously, he was a Lead Independent Director of Cedar Strategic Holdings Ltd, and Non-Executive Director of National Car Rentals Pte Ltd. He was also formerly the Chief Investment Officer of Sapphire Corporation Limited. He has more than 30 years of experience in accounting, corporate finance, general management and management consultancy and has held senior positions in multinational companies including the Singapore Technologies group of companies and the Sembcorp group of companies. Mr Michael Chua holds a degree in accountancy from the Mitchell College of Advanced Education and is a Fellow of CPA Australia.

Mr Michael Chua does not have any relationships including immediate family relationships with the Directors, the Company or its 10% shareholders as defined in the Code of Corporate Governance 2012.

TEO LIP HUA, BENEDICT Independent DirectorMr Teo Lip Hua, Benedict, is our Independent Director.

He has more than 20 years of experience in the legal industry and has been named in Chambers Global and Chambers Asia-Pacific as a recommended corporate lawyer in capital markets. He specialises in corporate finance, capital market, mergers and acquisitions, general corporate matters and China related matters and is currently a Director of the Corporate and Finance Department at Drew & Napier LLC. He holds a Bachelor of Laws and a Master of Laws (Chinese Law) from the National University of Singapore. He is also a member of the Singapore Academy of Law and the Law Society of Singapore.

Mr Benedict Teo does not have any relationships including immediate family relationships with the Directors, the Company or its 10% shareholders as defined in the Code of Corporate Governance 2012.

EDWIN TAN YEOW LAM Managing DirectorMr Edwin Tan Yeow Lam is our Managing Director. Since 1976, together with Mr Tan Yeow Khoon, Mr Edwin Tan has been involved in the operations of the family business throughout its growth and expansion and has accumulated more than 33 years of experience in the logistics services industry. As the Managing Director of our Group, Mr Edwin Tan oversees the business operations of our Group and is jointly involved in the decision making process of key business plans of our Group with Mr Tan Yeow Khoon.

Mr Edwin Tan is the brother of Mr Tan Yeow Khoon, Executive Chairman and controlling shareholder of the Company. He is also the uncle of Mr Tan Min Cheow, Benson, the Executive Director and CEO of the Company.

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Mr Alvin Tan Kok Sian has more than 20 years of experience in the logistics services industry. He joined SH Cogent Logistics Pte Ltd ("SHCL") in 1993 and has since been in charge of the business development of our Group. He oversees the container depot operations of our Group and is responsible for the sales and marketing and customer relations of our Group.

Mr Alvin Tan is a director of the Container Depot Association (Singapore).

Mr Alvin Tan is the brother-in-law of our Executive Chairman, Mr Tan Yeow Khoon and our Managing Director, Mr Edwin Tan Yeow Lam.

ALVIN TAN KOK SIANDirector of Business Development

Mr Loy Suan Choo oversees and manages the Group's finance function including accounting, group financial reporting, taxation, compliance, treasury, investment appraisal and internal controls.

Mr Loy joined the Group in July 2009. He has at least 19 years of experience in accounting, finance and audit. He graduated from Nanyang Technological University with a Bachelor of Accountancy in 1996. He is a member of the Institute of Singapore Chartered Accountants.

LOY SUAN CHOOChief Financial Officer

Mr Yap Chee Sing is responsible for assisting the Chairman in all matters relating to the operations of our Group. His job responsibilities include liaising with the management staff and executing management plans assigned by the Chairman.

Prior to joining SHCL in 2008, Mr Yap had accumulated more than 19 years of experience in the logistics industry, having previously been with Asahi Techno Vision (S) Pte Ltd and the Steamers Maritime Holding Limited group of companies. Mr Yap holds a Bachelor of Theology from the Southeast Asia Union College, Singapore and Bachelor of Science in Business Administration from Walla Walla College, USA.

YAP CHEE SINGGeneral Manager, Chairman's Office

Ms Jermaine Low is responsible for the full spectrum of human resources management and administrative functions in the Group. She oversees all matters related to human resources, insurance and claims.

Ms Low has been both a local and regional HR practitioner for the last 26 years.

JERMAINE LOWGeneral Manager, HR / Admin

OUR SENIORMANAGEMENT

TEAM

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ANNUAL REPORT 2015

OUR SENIORMANAGEMENT

TEAM “Caring for our people and the

community is part of who we are.”

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COGENT CARESTHE STRAITS TIMES SCHOOL POCKET MONEY FUND AND THE BUSINESS TIMES BUDDING ARTISTS FUND

Cogent recognises its role as a responsible corporate citizen, and is fully convinced that its success is truly achieved when the community around it thrives. Cogent supports several non-profit organisations in Singapore financially, while the spirit of volunteerism of its staff reaches out in practical ways, such as organising monthly visits for under-privileged children and house-to-house distribution to the elderly.

On 22nd February 2016, Cogent CEO Benson Tan, Managing Director Edwin Tan and Executive Chairman Tan Yeow Khoon presented a cheque of S$168,888.88 to The Straits Times School Pocket Money Fund and The Business Times Budding Artists Fund,

during the grand opening of Cogent 1.Logistics Hub.

Cogent CEO Benson Tan at the cheque presentation ceremony with representativesfrom Yu Neng Primary School’s advisory committee for The Straits Times School

Pocket Money Fund and The Business Times Budding Artists Fund.

Cogent CEO Benson Tan, receiving a token of appreciation from Mr Patrick Daniel of Singapore Press

Holdings for Cogent’s support in raising nearly S$2 million for The Straits Times School Pocket Money

Fund and The Business Times Budding Artists Fund.

ChildAid 2015’s Guests-of-Honour, President Tony Tan and the First Lady.

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ANNUAL REPORT 2015

Cogent CEO Benson Tan speaking to Prime Minister Lee Hsien Loong and MP for Bukit Timah GRC, Sim Ann, at the launch of

Bukit Timah Eldercare Project sponsored by Cogent.

On 21st August 2015, witnessed by Minister Vivian Balakrishnan, Cogent CEO Benson Tan presented a cheque

of S$255,000 to St Luke’s Eldercare.

ST LUKE’S ELDERCARE

COMMUNITY CHEST SINGAPORESince 2012, Cogent has collaborated with Community Chest Singapore to raise funds for charitable programmes for children with special needs, at-risk youths, and the disabled. In 2015, Cogent was awarded the Community Chest’s SHARE Bronze Award for its outstanding contribution to social service.

Since 2013, Cogent and Singapore Lion Befriender collaborated on community outreach efforts for the elderly in need. A recent picture with the residents.

Every year, Cogent partners Singapore Lion Befriender to distribute items donated by its employees to the elderly in need. This collaboration, which began in 2013, continues to be the cornerstone of the Group’s community outreach efforts. By helping the senior residents, Cogent hopes to inculcate the spirit of volunteerism among its employees and foster compassion towards the elderly.

GIFTS FROM OUR HEARTS:DONATION DRIVE & DOOR-TO-DOOR DONATION

Children from Melrose Home enjoying a day of fun at The Grandstand.

“WE ALL LOVE KIDS” (WALK) PROJECT

Cogent Land Capital launched the “We All Love Kids” (WALK) Project to share enriching facilities at The Grandstand with underprivileged children from Melrose Home.

Every month, children from Melrose Home spend a day at The Grandstand attending enrichment classes, kids’ sports and fitness activities, arts and crafts, music, dance, taekwondo, as well as dine in The Grandstand’s delectable range of international cuisine.

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GROOMING THE NEXT GENERATION

OF LEADERS

TRAINEES TODAY, LEADERS TOMORROWIn the corporate world, success does not occur by chance but through the collective efforts of everyone in the organisation. Instrumental to our continual success, Cogent is committed to investing in our human capital. Year after year, we continue to reaffirm this philosophy, as we focus on attracting and nurturing a team of dynamic and energetic leaders for the future through our specially designed Management Trainee Programme.

Through our consistent campaigns in local universities, we present to young graduates a progressive image of Cogent. This enables us to reach out to talented young people and inform them about the great opportunity to join the band of esteemed individuals. Given the talent pool to select from, only the crème de la crème will be selected to join the prestigious team. All our management trainees possess strong leadership and an unwavering desire to learn and succeed.

In Cogent, we believe in humility, that actions speak louder than words and the thirst to mount the next echelon of excellence. The learning journey of our management trainees are hinged on the belief that only by ground-up approach and various rotations can the appreciation of Cogent's business segment be achieved. The progressive path upwards provides grounding for our future leaders to lead and make sound corporate decisions. The myriad opportunities for management trainees to move between different departments allow management trainees to hone their individual competency and gain wide spectrum of exposures.

Unlike conventional management trainee program, Cogent believes that learning should be a boundless journey. We invest generously in trainings and skills upgrading programmes because we know that our young management trainees today will bring Cogent to the next pinnacle tomorrow.

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ANNUAL REPORT 2015

SHARING THE WARMTHUNDER 1• ROOF

Embracing our family culture

Cogent started as a family business 40 years ago. Despite our successful growth into a major corporation, we have never forgotten our roots and continue to treat all our staff like a part of our family. As our staff embark on a successful and meaningful career with us, we believe that we are the next-of kin to them in being of assistance and support. As such, we have always endeavour to provide a holistic approach to champion their welfare, emphasising on comfort and safety.

The modern facilities in our new office at Cogent 1.Logistics Hub are all-encompassing, which range from recreational rooms for our staff to de-stress and stay invigorated, to a gym for them to stretch their backs after a long day, to fully stocked pantries for a caffeine fix anytime. Even boardrooms and meeting rooms are set amidst green walls and cosy interiors to create a more open and relaxing environment for creativity to emanate.

DEFENSE N ASSURANCE Championing a safer work environment

Our commitment towards the safety of our staff is so important to us that we consider it part of our DNA. In our business operations, we focus on maximising shareholder value and controlling operating costs, but we will never compromise on safety. By identifying and prioritising risks, the company makes informed decisions and introduces appropriate controls to eliminate or mitigate risks. For instance, unlike conventional Inland Container Depots (ICD), our open-air rooftop depot has metal cladding affixed to its sides, effectively shielding the containers from strong wind. As a result, the risk of stacked containers toppling is substantially eliminated. With the introduction of cranes and hoists, our depot operators eliminate the risk of toppling containers stemming from the use of reach stackers which will be largely subjected to the malice of glaring sun and misalignment.

We are proud to achieve bizSAFE STAR which is the highest level of achievement awarded by the Workplace Safety and Health (WSH) Council. This award is a testament to our commitment over the years to progressively enhance our WSH performance and efforts and establish an excellent WSH Management System.

In essence, we believe workplace safety is much more paramount than legislation. It is about creating the kind of productive, efficient, happy and inspiring workplace we all want to be part of. And that is why it is important.

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FY2015$'000

FY2014$'000

Change%

REVENUE

- Transportation management services

- Container depot management services

- Automotive logistics management services

- Warehousing and property management services

- Inter-segment eliminations

OTHER OPERATING INCOME

OPERATING EXPENSES

- Employee benefits expense

- Depreciation

- Rentals on leased premises

- Amortisation of deferred income arising

from sale and leaseback

- Contract services

- Fuel and utilities

- Storage and handling charges

- Repair and maintenance

- Hire of vehicle and equipment

- Others

28,181

22,617

27,470

54,736

(3,771)

129,233

2,020

(26,537)

(9,470)

(28,065)

1,000

(10,257)

(7,248)

(3,536)

(3,909)

(1,129)

(8,386)

(97,537)

30,887

19,836

23,430

46,307

(1,991)

118,469

8,309

(23,776)

(7,769)

(30,641)

1,000

(10,123)

(8,897)

(4,612)

(4,293)

(1,002)

(6,964)

(97,077)

-9%

14%

17%

18%

89%

9%

-76%

12%

22%

-8%

0%

1%

-19%

-23%

-9%

13%

20%

0%

Finance costsShare of loss of joint ventures

33,716

(3,118)–

29,701

(988)(69)

14%

216%n/m

Profit before tax

Income tax expense

30,598

(5,132)

28,644

(3,986)

7%

29%

Profit for the year, net of tax 25,466 24,658 3%

28,181

22,617

27,470

54,736

(3,771)

30,887

19,836

23,430

46,307

(1,991)

(26,537)

(9,470)

(28,065)

1,000

(10,257)

(7,248)

(3,536)

(3,909)

(1,129)

(8,386)

(23,776)

(7,769)

(30,641)

1,000

(10,123)

(8,897)

(4,612)

(4,293)

(1,002)

(6,964)

OPERATING & FINANCIAL

REVIEWRESULTS OF GROUP OPERATIONS

25

ANNUAL REPORT 2015

Profit for the yearFor FY2015, the Group reported full-year net profit attributable to shareholders of $25.5 million, representing an increase of $0.8 million, or 3%, over that recorded for FY2014. The surge in earnings came on the back of a 9% increase in Group revenue to $129.2 million. The increase in FY2015 earnings would have been substantially higher had it not been for the one-time gain of $5.9 million from the disposal of a property reaped in FY2014. Stripping out all post-tax gains from disposal of property, plant and equipment, the Group would have chalked up annual net profit growth of 40% - from $17.8 million (FY2014) to $25.0 million (FY2015). The Group’s exceptionally strong performance was underpinned by healthy topline growth coupled with effective management of business overheads.

RevenueThe Group reported revenue of $129.2 million for FY2015, an increase of $10.8 million, or 9%, over $118.5 million recorded in FY2014. The increase in revenue was largely driven by increase in contribution from the warehousing operations at the integrated logistics hub, container depot management services and automotive logistics management services. The largest increase came from the Warehousing and Property Management Services ("WPM") segment which generated revenue of $54.7 million for FY2015, an increase of $8.4 million, or 18% over $46.3 million recorded in FY2014. The improvement was largely led by income from warehousing units of the newly constructed integrated logistics hub at 1 Buroh Crescent. The Group's Automotive Logistics Management Services ("ALM") segment registered an increase in revenue of $4.0 million, or 17%, from $23.4 million to $27.5 million. In FY2015, ALM benefitted from increased demand for vehicle storage services and handled larger volume of vehicle transportation amidst increasing number of vehicles imported. As for Container Depot Management Services ("CDM"), revenue for FY2015 increased by $2.8 million, or 14%, from $19.8 million to $22.6 million, largely as a result of increased in volume for container repairs and storage. The Transportation Management ("TM") Services segment generated revenue of $28.2 million for FY2015, a decrease of $2.7 million, or 9% over $30.9 million recorded in FY2014. The drop was mainly due to decrease in the number of trucking jobs performed, notably for customers in the oil & gas sector.

Other operating incomeOther operating income decreased by $6.3 million, or 76%, from $8.3 million to $2.0 million. The decrease was largely attributable to a one-off gain from disposal of property at 1 Chia Ping Road amounting to $5.9 million in FY2014.

Operating expensesTotal operating expenses was closely comparable between FY2015 and FY2014, with $97.5 million incurred in FY2015, representing a marginal increase of $0.5 million over that of FY2014.

Employee benefits expense increased by $2.8 million, or 12%, from $23.8 million to $26.5 million. The increase resulted mainly from the increase in provision for directors' bonus.

Depreciation increased by $1.7 million, or 22%, from $7.8 million to $9.5 million. The increase was chiefly due to depreciation of the integrated logistics hub at 1 Buroh Crescent for 12 months in FY2015.

Rentals on leased premises decreased by $2.6 million, or 8%, from $30.6 million to $28.1 million. The decrease was mainly due to cessation of two warehouse leases during FY2014.

Contract services were closely similar between FY2015 and FY2014.

Fuel and utilities decreased by $1.6 million, or 19%, from $8.9 million to $7.2 million. The decrease was mainly attributed to the decline in fuel prices and utility rates.

Storage and handling charges decreased by $1.1 million, or 23%, from $4.6 million to $3.5 million. The decrease was largely attributable to the decrease in cargo handling requirement.

Repair and maintenance decreased by $0.4 million, or 9%, from $4.3 million to $3.9 million. The decrease was mainly due to the improved cost savings achieved in the maintenance of buildings and equipment.

Other operating expenses increased by $1.4 million, or 20% from $7.0 million to $8.4 million. The increase was mainly due to the increase in property tax.

26

Current assets decreased by $7.4 million, or 10%, from $73.4 million as at 31 December 2014 to $66.0 million as at 31 December 2015. The decrease was largely due to a decrease of $8.2 million in the cash and bank balances.

Non-current assets increased by $13.3 million, or 7%, from $189.8 million as at 31 December 2014 to $203.1 million as at 31 December 2015. The increase resulted mainly from an increase of $11.6 million in property, plant and equipment, relating largely to the additional cost of constructing the integrated logistics hub and purchase of new prime movers, offset by depreciation charges and return of certain equipment to a vendor.

Current liabilities increased by $6.4 million, or 12%, from $51.6 million as at 31 December 2014 to $58.0 million as at 31 December 2015. The increase resulted mainly from the drawdown of working capital loan of $4.0 million in 4QFY15, additional provision of reinstatement costs and higher income tax provision which is in line with higher profit achieved in FY2015.

Non-current liabilities decreased by $7.5 million, or 7%, from $115.1 million as at 31 December 2014 to $107.5 million as at 31 December 2015. The decrease was mainly due to the decrease of $4.2 million in finance leases (non-current) as repayments were made.

31/12/2015$'000

31/12/2014$'000

Change%

Current Assets

Non-Current Assets

66,032

203,108

73,449

189,815

-10%

7%

Total Assets 269,140 263,264 2%

Current Liabilities

Non-Current Liabilities

58,015

107,549

51,637

115,062

12%

-7%

Total Liabilities 165,564 166,699 -1%

FINANCIAL POSITION

Income tax expenseIncome tax expense increased by $1.1 million, or 29%, from $4.0 million to $5.1 million. The increase is disproportionately higher compared to the increase in profit before tax mainly because FY2014 profit includes a substantial gain on disposal of property which is not taxable.

Finance costsFinance costs increased by $2.1 million, or 216%, from $1.0 million to $3.1 million, due to expensing off of borrowing costs upon the completion of the integrated logistics hub construction.

27

ANNUAL REPORT 2015

During FY2015, the Group's cash and cash equivalents decreased by $8.2 million from $52.7 million as at 31 December 2014 to $44.5 million as at 31 December 2015.

Net cash generated from operating activities was $41.4 million in FY2015 as compared with $20.8 million in FY2014. The increase was mainly due to changes in working capital and higher profit before tax achieved in FY2015.

Net cash used in investing activities was $21.3 million in FY2015 as compared with $2.3 million in FY2014. The increase was primarily due to higher cash payment made for acquisition of property, plant and equipment in FY2015 and prepayment for land lease rights in FY2015 for Malaysia Port Klang Free Zone at $1.8 million (RM4.8 million). In FY2014, there was a one-time proceeds of $9.2 million received from disposal of property at 1 Chia Ping Road.

Net cash used in financing activities was $28.3 million in FY2015 as compared with net cash used of $12.0 million in FY2014. The increase was mainly due to higher dividends paid in FY2015 and increase in repayment of bank loans and finance leases during FY2015, offset by the proceeds from the drawdown of bank loans of $4.0 million during FY2015.

Total bank borrowings are secured by the following:-

- A first mortgage over a property ("Property") of a subsidiary;

- Fixed and floating charge over certain assets of a subsidiary;

- An assignment of the rights, interests and benefits arising under the construction contract and performance bonds relating to the construction of a Property;

- An assignment of the rights, interests and benefits arising under the insurance policies relating to the construction of the Property; and

- Corporate guarantee

FY2015$'000

FY2014$'000

Change%

Net cash generated from operating activities

Net cash used in investing activities

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents

Effect of currency translation on cash and cash equivalents

41,403

(21,331)

(28,263)

(8,191)

(6)

20,787

(2,269)

(11,969)

6,549

-

99%

840%

136%

n/m

n/m

Cash and cash equivalents at end of year 44,453 52,650 -16%

CASH FLOWS

31/12/2015$'000

31/12/2014$'000

Change%

Amount repayable in one year or less, or on demand

Amount repayable after one year

13,353

104,810

10,799

112,500

24%

-7%

INDEBTEDNESS

28

Corporate Governance Report, Statutory Reports

& Financial Statements

SOLID GROWTH

29

CORPORATE GOVERNANCE REPORTThe Board and management of Cogent Holdings Limited (the “Company”) are committed to continually enhancing shareholder value by maintaining high standards of corporate governance, business integrity and professionalism in all its activities.

This report describes the Company’s corporate governance framework and practices that were in place throughout the financial year, which are substantially in line with the principles of the Code of Corporate Governance 2012 (the “Code”) and the Listing Manual of Singapore Exchange Securities Trading Limited (“SGX-ST”). Where there are deviations from the Code, appropriate explanations are provided.

Board Matters

Principle 1: Board’s Conduct of its affairs

The Board oversees the affairs of the Company and is accountable to the shareholders for the management of the Group’s business and its performance. The Board works with the management to achieve this and the management remains accountable to the Board.

The principal duties of the Board include the following:

• set and approve broad policies and strategies of the Group; • review the management performance; • review the financial performance of the Group including approval of its quarterly, half yearly and full year financial results announcements, annual audited financial statements, proposals of dividends and the directors’ report thereto; • review the adequacy and effectiveness of the Group’s risk management and internal control systems; and • approve the budget, major funding proposals, acquisition and divestment proposals.

To assist the Board to effectively discharge its oversight duties and functions, the Board has delegated certain duties to various board committees. These committees, namely the Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”), function within clearly defined terms of reference and operating procedures, which are reviewed by the Board on a regular basis. The Board also closely monitors the effectiveness of each committee.

The Company has also adopted and documented internal guidelines setting forth matters that require the approval of the Board. Matters which are specifically reserved to the Board for approval are as follows:

• financial authorisation and setting of approval limits for operating and capital expenditure; • major changes to the Group’s management and control structure; • decision on cessation of operation of all or any material part of the Group’s business; • material acquisitions and disposal of assets or investments; • major funding proposals; • financial reporting and dividends; and • any other matters which require the Board or shareholders approval pursuant to the SGX-ST Listing Manual, Companies Act, Cap. 50 or other applicable rules and regulations.

The Board is scheduled to meet at least four times a year and where necessary, hold additional meetings to address significant issues that may arise. The Company’s Constitution provides for meetings to be held via telephone conference. Important matters concerning the Group are also being put to the Board for its decision by way of written resolutions.

30

A formal letter is provided to each director upon his appointment, setting out the director’s duties and disclosure obligations. The Company also conducts an orientation programme for newly appointed director(s) to familiarise them with the business activities, strategic directions, policies and corporate governance practices of the Group. Directors are provided with updates and briefings from time to time by professional advisers, auditors and management on relevant practices, new laws, rules and regulations, directors’ duties and responsibilities, corporate governance, changes in accounting standards and risk management issues applicable or relevant to the performance of their duties and responsibilities as directors.

Directors are also informed and encouraged to attend relevant training programmes organised by the Singapore Institute of Directors, and may suggest training topics, the funding of which will be provided by the Company. News releases issued by the SGX-ST which are relevant to the directors are also circulated to the Board for information.

Principle 2: Board Composition and Balance

The Board comprises six directors, three of whom are independent directors.

The NC reviews the independence of each director annually based on the definitions and guidelines set out in the Code. All directors are required to submit themselves for re-nomination and re-election at regular intervals and at least once every three years. A retiring director shall be eligible for re-election. The directors to retire in each year shall be those, subject to retirement by rotation, who have been longest in office since their last re-election or appointment. Key information regarding the directors, including directorships or chairmanships both present and those held over the preceding three years in other listed companies and other principal commitments are set out in pages 16, 17, 41 and 42 of this Annual Report.

The attendance of the directors at Board and board committee meetings held during financial year ended 31 December 2015 (“FY2015”) are set out below:

type of Meetings Boardaudit

Committee Nominating Committee

remuneration Committee

Total Number of Meetings Held 5 4 1 1

Name of director and attendance

Tan Yeow Khoon, Executive Chairman and Director

Tan Min Cheow, Benson, Executive Director and Chief Executive Officer (“CEO”)

Edwin Tan Yeow Lam, Managing Director

Chan Soo Sen, Lead Independent Director

Chua Cheow Khoon, Michael, Independent Director Teo Lip Hua, Benedict, Independent Director

5

5

5

5

5

5

N.A

N.A

N.A

4

4

4

N.A

N.A

N.A

1

1

1

N.A

N.A

N.A

1

1

1

N.A: Not Applicable

CORPORATE GOVERNANCE REPORT

SOLID GROWTH

31

There is a good balance between the executive and non-executive directors and a strong element of independence in the Board to enable an objective judgment of the corporate affairs of the Group by board members.

As a group, the directors bring with them a broad range of industry knowledge, expertise and experience in areas such as legal, financial and accounting and business management. The diversity of the directors’ experience allows for constructive exchange of ideas and views as well as provides for effective decision-making. The Board has assessed and considers the present size appropriate for the current nature and scope of the Group’s business operations.

The Board reviews and constructively challenges the management on its assumptions and proposals; and oversees the development of the Group’s strategic proposals. The Board also oversees the performance and effectiveness of the management in achieving set objectives.

Meeting sessions for the independent directors without the presence of management or executive directors are held, where necessary. The independent directors meet at least once annually without the presence of management.

The NC reviews the size and composition of the Board and the board committees annually. The NC considers the present board size and composition appropriate taking into account the business and scale of operations. It is of the view that the Board and board committees comprise directors who have the relevant skills and knowledge, expertise and experiences as a group for discharging the Board’s duties. The NC has reviewed the declaration of independence provided by each of the non-executive directors for FY2015 in accordance with the Code’s guidelines and determined that Mr Chan Soo Sen, Mr Chua Cheow Khoon, Michael, and Mr Teo Lip Hua, Benedict, be considered independent and noted that half of the Board comprises non-executive independent directors. None of the directors have served on the Board of the Company for a period exceeding nine years.

Principle 3: Chairman and Chief Executive Officer

The offices of the Chairman and CEO have been separated. Mr Tan Min Cheow, Benson, was appointed as CEO of the Company to succeed Mr Tan Yeow Khoon on 1 January 2015. Mr Tan Yeow Khoon remains as Executive Chairman of the Company.

There is a clear separation of the roles and responsibilities of the Executive Chairman and the CEO. The CEO is responsible for the overall operation of the Group’s businesses. He ensures that the Board is kept updated and informed of the Group’s business operations.

The Executive Chairman is responsible for leading the Board and ensuring that the Board is effective on all aspects of its roles. He approves board meeting schedules and agendas for board meetings in consultation with the directors. The Board is advised of the meetings of board committees. He also promotes a culture of openness and debate at the Board, and ensures that the independent directors are able to contribute effectively. In addition, he ensures all directors receive complete, adequate and timely information from time to time.

Although the Executive Chairman and the CEO are immediate family members, the Board is of the view that there are sufficient safeguards and checks in place to ensure that management is accountable to the Board as a whole. The NC, RC and AC comprise, and are all chaired by, independent directors. The independent directors hold informal meeting session on a need basis without the presence of management and other directors, and the lead independent director provides feedback to the Chairman as appropriate. In addition, Mr Chan Soo Sen has been appointed as the Lead Independent Director of the Company and is available to the shareholders in respect of concerns which contact through the normal channel of the Chairman and the CEO or Chief Financial Officer has failed to resolve or for which such contact is inappropriate.


32

The principal duties of the NC, as set out in its terms of reference include the following:

(a) review and assess all candidates for directorships before making recommendation to the Board for appointment of directors; (b) review and recommend to the Board the retirement and re-election of directors in accordance with the Company’s Constitution at each Annual General Meeting (“AGM”); (c) review the independence of directors annually; (d) review the size and composition of the Board annually to ensure that the Board has appropriate balance of independent directors and to ensure an appropriate balance of expertise, skills, attributes and ability among the directors; (e) evaluate the performance and effectiveness of the Board as a whole; (f) review board succession plans, in particular, pertaining to Chairman of the Board and CEO; and (g) review and approve any new employment of related persons and the proposed terms of their employment.

The directors submit themselves for re-nomination and re-election at regular interval. Under the Constitution of the Company, at each AGM, one-third of the directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. Retiring directors are selected on the basis of those who have been longest in office since their last re-election or appointment. Each member of the NC will abstain from voting on any resolution (if applicable) in respect of the assessment of his re-nomination as director.

The NC has reviewed and recommended for the re-election of Mr Tan Min Cheow, Benson, Executive Director and CEO, and Mr Chan Soo Sen, Lead Independent Director, who will be retiring pursuant to Article 94 at the forthcoming AGM. The Board has accepted the NC’s recommendation and the two retiring directors have offered themselves for re-election.

The NC recommends all appointments and re-nominations/re-appointments of directors to the Board after taking into account the respective director’s contributions in terms of experience, business perspective, management skills, individual expertise and pro-activeness in participation of meetings. This is to ensure that the decisions made by the Board are well considered, balanced and are in the best interests of the Company.

The dates of initial appointment and last re-election of each director are set out as follows:

Principle 4: Board Membership

The NC comprises three independent directors:

Name of director appointment date of Initial appointment

date of Last re-election

Tan Yeow Khoon

Tan Min Cheow, Benson

Edwin Tan Yeow Lam

Chan Soo Sen

Chua Cheow Khoon, Michael

Teo Lip Hua, Benedict

Executive Chairman and Director

Executive Director and CEO

Managing Director

Lead Independent Director



18 June 2007

1 March 2013

18 June 2007

18 December 2009

18 December 2009

18 December 2009

29 April 2015

29 April 2013

29 April 2014

29 April 2013

29 April 2014

29 April 2015

Chan Soo Sen



(Chairman)

(Member)

(Member)


SOLID GROWTH

33

Based on the attendance of the directors and their contributions at meetings of the Board and board committees and their time commitment to the affairs of the Company, the NC believes that the directors have continued to meet the demands of the Group and are able to discharge their duties adequately. The Board is of the view that setting a maximum number of listed company board representations would not be meaningful as the contributions of the directors would depend on many factors such as whether they were in full time employment and their other responsibilities. If a quantitative number of directorships had been imposed, the NC might have omitted outstanding individuals who despite the demands on their time had the capacity to participate and contribute as new members of the Board. The NC will assess each director based on his abilities, known commitments and responsibilities. There is no alternate director on the Board.

On the process for selection, appointment and re-appointment of directors to the Board, the NC evaluates the balance of skills, knowledge and experience of the Board, and then makes recommendations to the Board for approval. For appointment of a new director, the NC will meet with the shortlisted candidate to assess their suitability and availability before making recommendation to the Board for approval.

Principle 5: Board Performance

The Board has implemented formal processes which are carried out by the NC to assess the effectiveness of the Board as a whole and its board committees, the contribution by each individual director to the effectiveness of the Board, as well as the effectiveness of the Chairman of the Board on an annual basis. Each member of the NC shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination as director. The NC is satisfied that the Directors have devoted sufficient time and attention to the Group.

The NC assesses the performance of the Board via a performance evaluation questionnaire on board composition; board information; board process, internal control and risk management; board accountability, performance of the CEO, and standard of conduct of the Board of which will be completed by each director. The NC reviews and discusses the findings and will ascertain key areas for improvement and requisite follow-up actions. The NC will then report its findings to the Board.

In its assessment of the board effectiveness, the NC also takes into consideration the frequency of the board meetings, the rate at which issues raised are adequately dealt with and the reports from the various board committees.

The Board is satisfied that all directors have discharged their duties adequately for FY2015 and expects that the directors will continue to discharge their duties adequately in FY2016.

Principle 6: access to Information

The board members are being provided with adequate and timely information prior to board meetings and on an on-going basis. All relevant information including the Group’s forecasts, annual budgets and financial statements are circulated to the Board for review prior to the board meetings. The Board has separate and independent access to the Group’s senior management and the Company Secretary. Requests for information from the Board are dealt with promptly. The Board is informed of all material events and transactions as and when they occur. Senior management is requested to attend board meetings to provide additional insight on matters being discussed and to respond to any queries from directors as and when necessary.

During the year, Ms Lim Ka Bee resigned as Company Secretary, and the Board had collectively decided on the appointment of Ms Lynn Wan Tiew Leng as the new Company Secretary. The Company Secretary or her representatives attends all board meetings and ensures that board procedures and applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is subject to approval of the Board.

The Board may also seek and obtain independent professional advice as and when necessary to enable them to make informed decisions in discharging its responsibilities effectively, at the expense of the Company.


34

The principal duties of the RC, as set out in its terms of reference, include the following:

(a) review and submit its recommendations for endorsement by the Board, a general framework of remuneration for the directors and senior management; (b) determines the specific remuneration packages and terms of employment for each executive director and key management personnel; and (c) review the remuneration of senior management and employees related to the directors.

The RC has put in place a framework of remuneration for the directors and senior management. The Company adopts a remuneration policy for employees which comprises of a fixed component and a variable component. The fixed component is in the form of a base salary. The variable component is in the form of a variable bonus that is linked to the performance of the Group and the individual. Each member of the RC shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.

The remuneration policy for key executives is based largely on the Group’s performance and the responsibilities and performance of each individual key executive. In setting the remuneration packages, the RC takes into consideration the pay and employment conditions within the industry and local practices.

The Company had, during FY2014, engaged an independent remuneration consultant, Hay Group to assist the RC in reviewing and determining the remuneration packages for the Executive Chairman, the Managing Director, and the Executive Director and CEO of the Company. There is no relationship between the Company and Hay Group which would affect Hay Group’s independence and objectivity.

Following the abovementioned review, the Company has entered into separate service agreements with its existing executive directors, namely Mr Tan Yeow Khoon, Executive Chairman; Mr Edwin Tan Yeow Lam, Managing Director; and Mr Tan Min Cheow, Benson, Executive Director and CEO. The service agreements are for an initial period of three years commencing from 1 January 2015, and shall be automatically renewed annually on the same terms and conditions upon expiry thereof.

The RC reviews the terms of compensation and employment for the executive directors and key management personnel at the time of their respective employment or renewal (where applicable) including considering the Company’s obligations in the event of termination of services to ensure such contracts of service contain fair and reasonable termination clauses which are not overly generous.

Independent directors do not have service agreements and they receive directors’ fees. Such fees take into account the level of contribution and responsibilities of the directors as well as the need to pay competitive fees to attract, retain and motivate the directors. These fees are subject to shareholders’ approval at the AGM.

Currently, the Company has put in place the following share option scheme and performance share plan:

(i) Cogent Holdings Employee Share Option Scheme; and (ii) Cogent Holdings Performance Share Plan.

The abovementioned share option scheme and performance share plan shall be administered by the Administration Committee comprising members of the RC and the NC.

As at present date, the Company has not implemented the Cogent Holdings Employee Share Option Scheme or the Cogent Holdings Performance Share Plan.

The RC comprises three independent directors:

Principle 7: Procedures for developing remuneration Policies Principle 8: Level and Mix of remuneration

reMuNeratIoN Matters


Chan Soo Sen


(Chairman)

(Member)

(Member)


SOLID GROWTH

35

FY2015 remuneration Band & Name of directors

salary%

Bonus%

Fees%

other Benefits

%total

%

s$2,000,000 to s$2,250,000Tan Min Cheow, Benson s$1,750,000 to s$2,000,000Tan Yeow Khoon s$1,000,000 to s$1,250,000Edwin Tan Yeow Lam

Below s$250,000Chua Cheow Khoon, Michael

Chan Soo Sen


20

16

23

-

-

-

75

77

70

-

-

-

-

- -

100

100

100

5

7 7

-

-

-

100

100

100

100

100

100

FY2015 remuneration Band & Name of Key executives

salary%

Bonus%

Fees%

other Benefits

%total

%

s$250,000 to below s$500,000Yap Chee Sing

Alvin Tan Kok Sian

Loy Suan Choo

Below s$250,000Jermaine Low

63

58

62

64

21

24

23

21

-

-

-

-

16

18

15

15

100

100

100

100

Taking note of the competitive pressures in the industry and the talent market, the Board has, on review, decided to disclose the remuneration of the directors, three of whom are also key management personnel, in bands with a breakdown of the components in percentage.

Information on the remuneration of key management personnel of the Company for FY2015 is as follows:

Apart from the Executive Chairman, Managing Director and the Executive Director and CEO, the Group has only 4 other key management personnel. Key information on the key management personnel is set out on page 18 of this Annual Report.

The Board does not believe it is in the interest of the Company to disclose the aggregate remuneration of the top four key management personnel (who is not a director or CEO of the Company) for FY2015 having regard to the highly competitive human resource environment. The Board believes that such confidential and sensitive information could be exploited by competitors given the increasingly competitive talent market today.

Principle 9: disclosure of remuneration

Information on the remuneration of directors of the Company for FY2015 is as follows:


36

The remuneration of the executive directors and key management personnel comprises a basic salary component and a variable component. The variable component comprises annual bonus computed based on the performance of the Group as a whole which is linked to financial targets set and other aspects of performance which include new markets and new products development, as well as individual performance.

For FY2015, there were no termination, retirement and post-employment benefits granted to directors, the CEO and key management personnel other than the payment in lieu of notice in the event of termination in their respective employment contracts.

Save as disclosed above and in the “Board of Directors”, there are no employees within the Group who are immediate family members of a director or the CEO whose remuneration exceeds S$50,000 during the financial year.

Principle 10: accountability

The Board is responsible for providing a balanced and understandable assessment of the Company’s and Group’s performance, position and prospects, including the quarterly, half yearly and annual financial results, as well as any other price-sensitive information through public announcements.

The Board also reviews the legal and regulatory compliance reports from the management to ensure compliance with the relevant legislative and regulatory requirements. To enable the Board to make a balanced and informed assessment of the Company’s performance, position and prospects, the management provides the Board with management accounts and such explanation and information on a quarterly basis and as the Board may require from time to time. Such reports enable the Board to make a balanced and informed assessment of the Company’s performance, position and prospects.

Principle 11: risk Management and Internal Controls

The Board is responsible for the governance of risk and sets the tone and direction for the Group in the way risks are managed in the Group’s businesses. The Board has ultimate responsibility for approving the strategy of the Group in a manner which addresses stakeholders’ expectations and does not expose the Group to an unacceptable level of operational, financial and compliance risks. The Board approves the key management policies and ensures a sound system of risk management and internal controls and monitors performance against them. In addition to determining the approach to risk governance, the Board sets and instills the right risk-focused culture throughout the Group for effective risk governance.

The Board has approved a Group Risk Management Framework for the identification of key risks within the business which is aligned with the ISO 31000:2009 Risk Management framework.

The AC assists the Board in its oversight of risk management.

Management’s responsibilities in risk Management

Management is responsible for designing, implementing and monitoring the risk management and internal control systems in accordance with the policies on risk management and internal controls.

The management reports to the AC on the Group’s risk profile, the status of risk mitigation action plans and updates on the following areas:

• assessment of the Group’s key risks by major business units and risk categories; • identification of specific risk owners who are responsible for the risks identified; • description of the processes and systems in place to identify and assess risks to the Group; • status and changes in plan undertaken to manage key risks; and • description of the risk monitoring and escalation processes in place.

aCCouNtaBILItY aNd audIt


SOLID GROWTH

37

review of the Group’s risk Management and Internal Control systems

On a quarterly basis, the management updates the AC on changes to the risk profiles, if any. On an annual basis, it presents a detailed report to the AC and the Board on the Group’s risk profile, the risk mitigation action plans and the results of various assurance activities carried out on the adequacy and effectiveness of the Group’s risk management and internal control systems, including financial, operational, compliance and information technology controls. Such assurance activities include control self-assessments performed by the management, internal audits, external audits and external certifications conducted by various external professional service firms.

The Board has obtained a written confirmation from the CEO and Chief Financial Officer:

(a) that the financial records have been properly maintained and the financial statements give a true and fair view of the Group’s operations and finances; and (b) the Group’s risk management and internal control systems are adequate and effective.

Board opinion on the adequacy of Internal Controls addressing Financial, operational, Compliance and Information technology risks

Based on the internal controls established and maintained by the Group, work performed by the internal and external auditors, external certification centers and reviews performed by management, various board committees and the Board, the Board (with concurrence of the AC) is of the opinion that the Group’s risk management system and internal control system including financial, operational, compliance and information technology controls, were adequate and effective as at 31 December 2015.

The system of internal controls and risk management established by the Company provides reasonable, but not absolute, assurance that the Company will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no system of internal controls and risk management can provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgment in decision-making, human errors, losses, fraud or other irregularities.

Principle 12: audit Committee

The AC comprises the following three independent directors who have relevant accounting and related financial management expertise and experience to discharge its AC functions:

The AC meets periodically and performs the following main duties, as set out in its terms of reference:

(a) review with the internal and external auditors on the audit plan, scope of work, their management letter and management’s responses, and the results of audits conducted by the internal and external auditors; (b) review the quarterly, half yearly and annual financial statements and results announcements before submission to the Board for approval, with emphasis on the significant financial reporting issues and judgments, changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with financial reporting standards as well as compliance with the Listing Manual and any other statutory/regulatory requirements; (c) review the adequacy and effectiveness of the risk management and internal controls, including financial, operational, compliance and information technology controls and ensure co-ordination among the internal auditors, the external auditors and management, reviewing the assistance given by management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matter which the auditors may wish to discuss (in the absence of management where necessary);



Chan Soo Sen


(Chairman)

(Member)

(Member)

38

(d) review the adequacy and effectiveness of internal audit function and approves the appointment and removal of internal auditors; (e) consider the appointment or re-appointment of the external auditors, and matters relating to resignation or dismissal of the auditors; (f) review and approve transactions falling within the scope of Chapter 9 of the Listing Manual; and (g) undertake such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time.

The AC is scheduled to meet at least four times a year and holds additional meetings, when necessary. Apart from the duties listed above, the AC shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has, or is likely to have, a material impact on the Group’s operating results and/or financial position. Each member of the AC shall abstain from reviewing any particular transaction or voting on such resolution in respect of which he is or may be interested in. The AC meets with the internal and external auditors at least once annually without the presence of management.

The independent directors do not have any existing business or professional relationship of a material nature with the Group, the directors or substantial shareholders.

The primary responsibility of the AC is to provide support and assistance to the Board in ensuring that a high standard of corporate governance is maintained at all times. The AC has full access to all senior management officers and has full discretion to invite any director and/or key management personnel to attend its meetings.

The AC has put in place procedures to provide employees of the Group as well as any person who has dealings with the Group (“Target Persons”) with well-defined and accessible channels to report on suspected fraud, corruption, dishonest practices or other similar matters relating to the Group, and for the independent investigation of any report by Target Persons and appropriate follow up action. A whistle blowing policy has been adopted by the Company to provide a trusted avenue for Target Persons to report possible improprieties within the Group and to provide reassurance that they will be protected from retaliatory actions for whistle blowing in good faith. Details of the policy have been communicated to all employees of the Group and are made available on the Company’s website for relevant parties who may raise concerns, if any, to the AC. To-date, there were no complaints within the scope of the whistle blowing policy received by the AC.

The AC has conducted an annual review of the non-audit services provided by the external auditors to satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the auditors. Details of the aggregate amount of fees paid to the external auditor for FY2015 and a breakdown of the fees paid in total for audit and non-audit services respectively, can be found on page 83.

The Company and its subsidiaries are audited by Deloitte & Touche LLP except for subsidiaries in Malaysia and one dormant subsidiary in Singapore which are not significant to the group. In this regards, the Company is in compliance with Rule 712 and 715 of the Listing Rules of the SGX-ST in relation to the appointment of auditors.

During the financial year, the AC reviewed the quarterly, half yearly and annual results announcements and the annual financial statements; the internal and external audit plans and results of the audits; risk management and internal control systems; interested person transactions; non-audit services provided by the external auditors and their independence; and the report on the administration of the Whistle Blowing Programme of the Group. The internal and external auditors provide regular updates and briefings to the AC on changes or amendments to accounting standards to enable the AC to keep abreast of such changes and its corresponding impact on the financial statements, if any.

None of the members nor the Chairman of the AC are former partners or directors of the Group’s auditing firm.

Principle 13: Internal audit

The AC approves the hiring, removal, evaluation and compensation of the professional service firm to which the internal audit function was outsourced. The internal auditors (“IA”) have unfettered access to all the Company’s documents, records, properties and personnel, including access to the AC.


SOLID GROWTH

39

The Company outsources its internal audit function to Yang Lee & Associates. The IA reports directly to the AC and internal control weaknesses identified during the internal audit reviews and the recommended corrective actions are reported to the AC periodically.

The AC reviews and approves the internal audit scope and plan to ensure that there is sufficient coverage of the Group’s activities. It also oversees the implementation of the internal audit plan and ensures that management provides the necessary co-operation to enable the IA to perform its function.

The IA is guided by the International Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

The AC annually reviews the adequacy and effectiveness of the internal audit function to ensure that the internal audits are performed effectively. The AC is satisfied that the IA is staffed by qualified and experienced personnel.

The IA completed one review during FY2015 in accordance with the internal control testing plan approved by the Board under the Group Risk Management Framework. The findings and recommendations of the IA, management’s responses, and management’s implementation of the recommendations have been reviewed and approved by the AC.

Principle 14: shareholder rightsPrinciple 15: Communication with shareholders Principle 16: Conduct of shareholder Meetings

The Company’s corporate governance practices promote fair and equitable treatment to all of its shareholders. The Board strives to ensure that all material information is disclosed to the shareholders in an adequate and timely manner. The Board informs and communicates with shareholders through annual reports, announcement releases through the SGXNet, advertisement of notice of general meetings and at general meetings of the Company. Shareholders were also informed of the rules, including voting procedures that govern general meetings of shareholders.

The Company strongly encourages and supports shareholders’ participation at general meetings. At general meetings of the Company, shareholders will be given opportunity to express their views, concerns and ask questions regarding the Company and the Group.

The Company’s general meetings are the forum for dialogue with shareholders and allow the Board and management to address shareholders’ views and concerns. Chairperson of the AC, NC and RC, or members of the respective board committees standing in for them, as well as external auditors will be present and available to address questions raised at general meetings of the Company.

Each item of special business included in the notice of the general meetings is accompanied, where appropriate, by an explanation for the proposed resolution. Separate resolutions are proposed for substantially separate issues at the meetings.

To facilitate participation by the shareholders, the Company’s Constitution allows a shareholder to appoint not more than two proxies to attend and vote at general meetings. On 3 January 2016, the legislation was amended, among other things to allow certain members, defined as “relevant intermediary” to attend and participate in general meetings without being constrained by the two-proxy requirement. Relevant intermediary includes corporations holdings licenses in providing nominee and custodial services. However, as the authentication of shareholder identity information and other related security issues still remain a concern, the Company has decided, for the time being, not to implement voting in absentia by mail, email or fax.

The Company will implement poll voting at the forthcoming AGM. Detailed results of the outcome are announced after the meeting via SGXNet.


sharehoLder rIGhts aNd resPoNsIBILItIes

40

The Company Secretary prepares minutes of general meetings and these minutes are available to shareholders upon their request.

The Company does not have a formal investor relations policy. Pertinent information is regularly conveyed to the shareholders through SGXNet and the Company’s website at http://cogentholdingsltd.com/. The Company has outsourced its investor relations function to Tishrei Communications Private Limited to assist the Company in gathering views or inputs from shareholders. Shareholders of the Company can also submit their feedback and raise any question to the Company’s email account as provided in the Company’s website.

There is no formal dividend policy adopted by the Company as it was not practical for the Company to implement one due to the capital commitment of the Group as a whole. The Company pays dividends out of profits available for distribution and where there is sufficient cash available to fund the payment of any proposed dividend.

INterested PersoN traNsaCtIoNs

The Company monitors all its interested person transactions closely and all interested person transactions are subject to review by the AC.

The aggregate value of interested person transactions entered into during the year which fall under Chapter 9 of the Listing Manual of the SGX-ST are as follows:

Name of Interested Person

aggregate Value of all Interested Person

transactions during the Financial Year under review (excluding

transactions Less than $100,000 and transactions

Conducted under shareholders’ Mandate Pursuant to rule 920)

aggregate Value of all Interested Person

transactions Conducted during the Financial Year

under review under shareholders’ Mandate Pursuant to rule 920

(excluding transactions Less than $100,000)

S$’000 S$’000

Construction of integrated logistics hub - SH Design & Build Pte Ltd

Purchase of renovation services - SH Design & Build Pte Ltd

Income from transportation logistics services - SH Design & Build Pte Ltd - Asia Pacific Wine Hub Pte Ltd

Income from office rental and utility recovery - SH Design & Build Pte Ltd - Soon Hock Investment Group Pte Ltd - Phoenix Wines Pte Ltd

sale of a motor vehicle - Mr Tan Yeow Khoon

(8,636)

(110)

19 132

93 51

181

138

N.A.

N.A.

N.A. N.A.

N.A. N.A. N.A.

N.A.


^

^ This represents the value of a three-year rental contract entered with Phoenix Wines Pte Ltd. The income earned from such contract during the financial year under review amounts to S$64,000, including utility recovery.

SOLID GROWTH

41

Mr tan Yeow Khoon Mr tan Min Cheow, Benson Mr edwin tan Yeow Lam

Current directorships / Principal Commitments- Asia Pacific Wine Hub Pte Ltd- SH Design & Build Pte Ltd - Soon Hock Hazmat Pte Ltd- Soon Hock Group Pte Ltd- Soon Hock Investment Group Pte Ltd- Soon Hock Group Engineering Pte Ltd- Soon Hock Tuas Development Pte Ltd- Soon Hock Property Development Pte Ltd- Soon Hock Holding Pte Ltd- Soon Hock Realty Pte Ltd- J&T 88 Private Limited- Phoenix Wines Pte Ltd- SHDB Group Pte Ltd- SH M&E Engineering Pte Ltd- Range Construction Pte Ltd- SH Innovative Systems Pte Ltd

Current directorships / Principal Commitments - Soon Hock Investment Group Pte Ltd- Asia Pacific Wine Hub Pte Ltd

Current directorships / Principal Commitments- Soon Hock Hazmat Pte Ltd- Soon Hock Group Engineering Pte Ltd- E. Grow Techpark Pte Ltd

directorships over the past 3 years (1/1/13 to 31/12/15)- Nil



MaterIaL CoNtraCts

Except as disclosed under the section on Interested Person Transactions above and in Note 5 (Related Party And Other Transactions) of the Notes To Financial Statements, there were no other material contracts of the Company or its subsidiaries (not being contracts entered into in the ordinary course of business) involving the interests of the CEO, each director or controlling shareholders, either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year.

deaLINGs IN seCurItIes

The Company has adopted an internal code to provide guidance with regard to the dealings in the Company’s securities by its directors and officers in compliance with Rule 1207(19) of the Listing Manual of the SGX-ST.

The Company’s code provides that directors and officers of the Group are prohibited from dealing in the securities of the Company when they are in possession of any unpublished material price-sensitive information of the Group. The Company and its directors and officers of the Group are also prohibited from dealing in the Company’s securities during the period commencing one month before the release of the Company’s full-year results and two weeks before the release of the Company’s quarterly results.

Directors and employees are also required to observe insider trading laws at all times even when dealing in securities within the permitted trading period. In addition, the directors and employees are expected not to deal in the Company’s securities for short-term considerations.

Further Information on Board of Directors:


42

Further Information on Board of Directors:

Mr Chan soo senMr Chua Cheow Khoon, Michael Mr teo Lip hua, Benedict

Board committee(s) served on:- Nominating Committee (Chairman)- Audit Committee- Remuneration Committee

Board committee(s) served on:- Audit Committee (Chairman)- Nominating Committee- Remuneration Committee

Board committee(s) served on:- Remuneration Committee (Chairman)- Audit Committee- Nominating Committee

Current directorships / Principal Commitments- Midas Holdings Limited- BreadTalk Group Limited- SCP Consultants Private Limited- CN-NL Waste Solution- Longdao Institute of Development & Strategy- Thye Hua Kwan Moral Charities

Current directorships / Principal Commitments- Treasure Lodge Limited- JB Foods Limited- BMD Consulting Pte Ltd

Current directorships / Principal Commitments- Drew & Napier LLC

directorships over the past 3 years (1/1/13 to 31/12/15)- Sunmoon Food Company Limited (formerly known as FHTK Holdings Ltd)

directorships over the past 3 years (1/1/13 to 31/12/15)- Cedar Strategic Holdings Ltd (formerly known as China Titanium Ltd)



SOLID GROWTH

43

DIRECTORS' STATEMENT

The directors present their statement together with the audited consolidated financial statements of the group and the statement of financial position and statement of changes in equity of the company for the financial year ended December 31, 2015.

In the opinion of the directors, the consolidated financial statements of the group and the statement of financial position and statement of changes in equity of the company as set out on pages 47 to 91 are drawn up so as to give a true and fair view of the financial position of the group and company as at December 31, 2015, and the financial performance, changes in equity and cash flows of the group and changes in equity of the company for the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the company will be able to pay its debts when they fall due.

1. dIreCtors

The directors of the company in office at the date of this statement are:

Tan Yeow Khoon Tan Min Cheow, Benson Tan Yeow Lam Chan Soo Sen Chua Cheow Khoon, Michael Teo Lip Hua, Benedict 2. arraNGeMeNts to eNaBLe dIreCtors to aCQuIre BeNeFIts BY MeaNs oF the aCQuIsItIoN oF shares aNd deBeNtures

Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangement whose object is to enable the directors of the company to acquire benefits by means of the acquisition of shares or debentures in the company or any other body corporate.

3. dIreCtors’ INterests IN shares aNd deBeNtures

The directors of the company holding office at the end of the financial year had no interests in the share capital and debentures of the company and related corporations as recorded in the register of directors’ shareholdings kept by the company under Section 164 of the Singapore Companies Act except as follows:

shareholdings registered in the names of directors

shareholdings in which directors are deemed to have an interest

Names of directors and company in which interests are held

atbeginning

of year

at end

of year

atJanuary 21, 2016

atbeginning

of year

at end

of year

atJanuary 21, 2016

the company (ordinary shares)Tan Yeow KhoonTan Min Cheow, Benson Tan Yeow Lam

325,756,775

2,283,000 65,000,000

325,756,775

2,283,00065,000,000

325,756,775

2,283,00065,000,000

10,463,000 - -

10,463,000 - -

10,463,000 - -

By virtue of Section 7 of the Singapore Companies Act, Mr Tan Yeow Khoon is deemed to have an interest in all the related corporations of the company.

44

4. share oPtIoNs

(a) Options to take up unissued shares

During the financial year, no options to take up unissued shares of the company or any corporation in the group were granted.

(b) Options exercised

During the financial year, there were no shares of the company or any corporation in the group issued by virtue of the exercise of options to take up unissued shares.

(c) Unissued shares under options

At the end of the financial year, there were no unissued shares of the company or any corporation in the group under options.

5. audIt CoMMIttee

The Audit Committee of the company comprises three members who are non-executive and independent directors. The members of the Audit Committee are: • Chua Cheow Khoon, Michael (Chairman) • Chan Soo Sen • Teo Lip Hua, Benedict

The Audit Committee has met at least four times a year and holds additional meetings when necessary. It has performed the functions specified in Section 201B of Singapore Companies Audit Committee, the SGX Listing Manual and the Code of Corporate Governance, including the following:

(a) reviewed with the internal and external auditors on the audit plan, scope of work, their management letter and management’s responses, and the results of audits conducted by the internal and external auditors; (b) reviewed the quarterly, half-yearly and annual financial statements and results announcements before submission to the Board for approval, with emphasis on the significant financial reporting issues and judgements, changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, the going concern statement, compliance with financial reporting standards as well as compliance with the Listing Manual and any other statutory/regulatory requirements; (c) reviewed the adequacy and effectiveness of the risk management and internal controls, including financial, operational, compliance and information technology controls, and ensured co-ordination among the internal auditors, the external auditors and management, reviewing the assistance given by management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matter which the auditors may wish to discuss (in the absence of management where necessary); (d) reviewed the adequacy and effectiveness of internal audit function and approves the appointment and removal of internal auditor; (e) considered the appointment or re-appointment of the external auditor, and matters relating to resignation or dismissal of the auditor; (f) reviewed and approve transactions falling within the scope of Chapter 9 of the Listing Manual; and (g) undertook such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time.

The Audit Committee has full access to all senior management personnel and has full discretion to invite any director and/or key management personnel to attend its meetings. It has also been given the resources required for it to discharge its function properly.


SOLID GROWTH

45

The Audit Committee is satisfied with the independence and objectivity of the external auditors, and has recommended to the directors that Deloitte & Touche LLP be nominated for re-appointment as external auditors of the company at the forthcoming annual general meeting of the company.

Further details regarding the Audit Committee are disclosed in the corporate governance report.

6. audItors

The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

tan Yeow Khoon tan Yeow Lam

April 1, 2016


46

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF COGENT HOLDINGS LIMITED

report on the Financial statements

We have audited the financial statements of Cogent Holdings Limited (the “company”) and its subsidiaries (the “group”) which comprise the consolidated statement of financial position of the group and the statement of financial position of the company as at December 31, 2015, and the consolidated statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows of the group and the statement of changes in equity of the company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 47 to 91.

Management’s responsibility for the Financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinion

In our opinion, the consolidated financial statements of the group and the statement of financial position and statement of changes in equity of the company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the financial position of the group and of the company as at December 31, 2015 and the financial performance, changes in equity and cash flows of the group and changes in equity of the company for the year ended on that date.

report on other Legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Deloitte & Touche LLPPublic Accountants and Chartered AccountantsSingapore

April 1, 2016

SOLID GROWTH

47

LIaBILItIes aNd eQuItY

Current liabilitiesCurrent portion of bank loans

Current portion of deferred income

Current portion of finance leases

Trade payables

Other payables

Provision for reinstatement costs

Income tax payable

Total current liabilities

Non-current liabilitiesBank loans

Deferred income

Finance leases

Other payables


Deferred tax liabilities

Total non-current liabilities

12

13

14

15

16

17

12

13

14

16

17

18

11,886

1,000

1,467

6,242

30,878

1,380

5,162

58,015

102,407

-

2,403

221

1,180

1,338

107,549

7,601

1,022

3,198

5,725

29,770

350

3,971

51,637

105,907

1,000

6,593

-

700

862

115,062

-

-

-

166

4,934

-

11

5,111

-

-

-

-

-

-

-

-

-

-

108

3,101

-

-

3,209

-

-

-

-

-

-

-

STATEMENTS OF FINANCIAL POSITIONDECEMBER 31, 2015

See accompanying notes to financial statements.

Group Company

Note 2015 2014 2015 2014$'000 $'000 $'000 $'000

assets

Current assetsCash and bank balances

Trade receivables

Other receivables

Held-for-trading investments

Total current assets

Non-current assetsTrade receivables

Other receivables

Property, plant and equipment

Investment in subsidiaries

Other investment

Total non-current assets

total assets

6

7

8

9

7

8

10

11

45,255

17,135

3,618

24

66,032

323

3,294

199,455

-

36

203,108

269,140

53,442

16,809

3,173

25

73,449

-

1,903

187,876

-

36

189,815

263,264

2,900

11,789

11,934

-

26,623

-

-

472

36,084

-

36,556

63,179

4,859

9,723

18,159

-

32,741

-

-

699

34,984

-

35,683

68,424

48

Group Company

Note 2015 2014 2015 2014$'000 $'000 $'000 $'000

Capital and reservesShare capital

Capital reserve

Merger deficit

Foreign currency translation reserve

Accumulated profits

Total equity

total liabilities and equity

19 45,092

506

(16,033)

(468)

74,479

103,576

269,140

45,092

506

(16,033)

(5)

67,005

96,565

263,264

45,092

506

-

-

12,470

58,068

63,179

45,092

506

-

-

19,617

65,215

68,424

STATEMENTS OF FINANCIAL POSITIONDECEMBER 31, 2015


SOLID GROWTH

49

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEYEAR ENDED DECEMBER 31, 2015


Note 2015 2014$'000 $'000

Revenue

Other operating income

Operating expenses - Employee benefits expense - Depreciation - Rental on leased premises - Amortisation of deferred income arising from sale and leaseback - Contract services - Fuel and utilities - Storage and handling charges - Repair and maintenance - Hire of vehicle and equipment - Others

20

21

10

13

129,233

2,020

(26,537) (9,470)

(28,065)

1,000 (10,257)

(7,248) (3,536) (3,909) (1,129) (8,386)

118,469

8,309

(23,776) (7,769)

(30,641)

1,000 (10,123)

(8,897) (4,612) (4,293) (1,002) (6,964)

Finance costs

Share of loss of joint ventures

22

33,716

(3,118)

-

29,701

(988)

(69)

Profit before tax Income tax expense

23

30,598 (5,132)

28,644 (3,986)

Profit for the year, net of tax 24 25,466 24,658

Other comprehensive loss

Items that may be reclassified subsequently to profit or loss

Exchange difference on translation of subsidiaries, representing other comprehensive loss for the year, net of tax (463) (5)

Total comprehensive income for the year attributable to the owners of the company 25,003 24,653

Earnings per share

Basic and diluted (cents) 25 5.32 5.15

50


STATEMENTS OF CHANGES IN EqUITyyEAR ENDED DECEMBER 31, 2015

Notesharecapital

Capital reserve

accumulatedprofits total

$'000 $'000 $'000 $'000

CoMPaNYAt January 1, 2014

Profit for the year, representing total comprehensive income for the year

Dividends, representing total transactions with owners, recognised directly in equity

At December 31, 2014

Profit for the year, representing total comprehensive income for the year



26

26

45,092

-

-

45,092

-

-

45,092

506

-

-

506

-

-

506

8,220

17,426

(6,029)

19,617

10,845

(17,992)

12,470

53,818

17,426

(6,029)

65,215

10,845

(17,992)

58,068

Notesharecapital

Mergerdeficit

Capital reserve

Foreign currency

translationreserve

accumulatedprofits total

$'000 $'000 $'000 $'000 $'000 $'000

GrouPAt January 1, 2014

Profit for the year

Other comprehensive loss for the year



Profit for the year

Other comprehensive loss for the year



26

26

45,092

-

-

-

45,092

-

-

-

45,092

(16,033)

-

-

-

(16,033)

-

-

-

(16,033)

506

-

-

-

506

-

-

-

506

-

-

(5)

-

(5)

-

(463)

-

(468)

48,376

24,658

-

(6,029)

67,005

25,466

-

(17,992)

74,479

77,941

24,658

(5)

(6,029)

96,565

25,466

(463)

(17,992)

103,576

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51

2015 2014$'000 $'000

operating activities Profit before tax

Adjustments for:

Depreciation

Interest expense

Interest income

Dividend income from held-for-trading investments

(Write back of)/Allowance for doubtful trade receivables

Deferred income recognised

Share of loss of joint ventures

Bargain purchase gain

Gain on disposal of property, plant and equipment

Fair value loss/(gain) on held-for-trading investment

Operating cash flows before movements in working capital

Trade receivables

Other receivables

Trade payables

Other payables

Cash generated from operations

Income tax paid

Net cash from operating activities

Investing activities Interest received

Dividend received from held-for-trading investments

Net cash inflow from acquisition of subsidiaries (Note 28)

Purchase of property, plant and equipment (Note A)

Prepayment for land lease rights (Note 8)

Proceeds from disposal of property, plant and equipment

Net cash used in investing activities

30,598

9,470

3,118

(225)

(3)

(2)

(1,022)

-

-

(628)

1

41,307

(647)

(250)

(822)

5,280

44,868

(3,465)

41,403

210

2

-

(20,919)

(1,787)

1,163

(21,331)

28,644

7,769

988

(113)

(1)

22

(1,043)

69

(29)

(7,066)

(1)

29,239

(386)

62

(1,255)

(3,960)

23,700

(2,913)

20,787

94

1

24

(13,051)

-

10,663

(2,269)


CONSOLIDATED STATEMENTOF CASH FLOWSyEAR ENDED DECEMBER 31, 2015

52


CONSOLIDATED STATEMENTOF CASH FLOWSyEAR ENDED DECEMBER 31, 2015

2015 2014$'000 $'000

Financing activities Interest paid (Note 22)

Dividends paid

Repayment of obligations under finance leases

Repayment of bank loans

Proceeds from bank loans

Pledged deposits

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents

Effect of currency translation on cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year (Note B)

(3,171)

(17,992)

(3,214)

(7,876)

4,000

(10)

(28,263)

(8,191)

(6)

52,650

44,453

(2,277)

(6,029)

(2,092)

(1,956)

-

385

(11,969)

6,549

-

46,101

52,650

Note a During the year ended December 31, 2015, the group made a net additional provision of $1,510,000 (2014: $Nil) for reinstatement costs, and acquired property, plant and equipment at an aggregate cost of $24,708,000 (2014: $73,527,000) of which $Nil (2014: $49,590,000) were acquired using proceeds from a term loan and $1,633,000 (2014: $8,006,000) were acquired under finance leases. During the year, cash payment of $20,919,000 (2014: $13,051,000) was made to purchase property, plant and equipment.

Note B Cash and cash equivalents comprise:

2015 2014$'000 $'000

Cash and bank balances (Note 6)

Less: Pledged deposits

Cash and cash equivalents (Note 6)

45,255

(802)

44,453

53,442

(792)

52,650

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1. GeNeraL

The company (Registration No. 200710813D) is incorporated in Singapore with its registered office and principal place of business at Cogent 1.Logistics Hub, 1 Buroh Crescent, #6M-01, Singapore 627545. The company is listed on the Singapore Exchange Securities Trading Limited. The financial statements are expressed in Singapore dollars.

The principal activity of the company is that of investment holding and provision of management services to its subsidiaries.

The principal activities of the subsidiaries are disclosed in Note 11 of the financial statements.

The consolidated financial statements of the group and statement of financial position and statement of changes in equity of the company for the year ended December 31, 2015 were authorised for issue by the Board of Directors of the company on April 1, 2016.

2. suMMarY oF sIGNIFICaNt aCCouNtING PoLICIes

BASIS OF ACCOUNTING - The financial statements have been prepared in accordance with the historical cost basis except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for leasing transactions that are within the scope of FRS 17 Leases and measurements that have some similarities to fair value but are not fair value, such as value in use in FRS 36 Impairment of Assets.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

ADOPTION OF NEW AND REVISED STANDARDS - On January 1, 2015, the group and the company adopted all the new and revised FRS and Interpretations of FRS (“INT FRS”) that are effective from that date and are relevant to its operations. The adoption of these new/revised FRS and INT FRS does not result in changes to the group’s and company’s accounting policies and has no material effect on the amounts reported for the current or prior years.

At the date of authorisation of these financial statements, the following new/revised FRS and amendments/improvements to FRSs that are relevant to the group and the company were issued but not effective:

NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2015

54

• FRS 109 Financial Instruments (Applies to annual periods beginning on or after January 1, 2018, with early application permitted)

• FRS 115 Revenue from Contracts with Customers (Applies to annual periods beginning on or after January 1, 2018, with early application permitted)

• Amendments to FRS 1 Presentation of Financial Statements: Disclosure Initiative (Applies to annual periods beginning on or after January 1, 2016, with early application permitted) Consequential amendments were also made to various standards as a result of these new/revised standards.

FRS 115 Revenue from Contracts with Customers

In November 2014, FRS 115 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. FRS 115 will supersede the current revenue recognition guidance including FRS 18 Revenue, FRS 11 Construction Contracts and the related Interpretations when it becomes effective.

The core principle of FRS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

• Step 1: Identify the contracts with a customer

• Step 2: Identify the performance obligations in the contract

• Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

• Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under FRS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in FRS 115 to deal with specific scenarios. Furthermore, extensive disclosures are required by FRS 115.

FRS 115 will take effect from financial year beginning on or after January 1, 2018, with retrospective application required. Management is currently evaluating the potential impact of the application of FRS 115 on the financial statements of the group and of the company in the period of initial adoption.

Other than FRS 115, management has considered and is of the view that the adoption of the above new/revised FRSs and amendments/improvements to FRSs that are issued at the date of authorisation of these financial statements but effective only in future periods will not have a material impact on the financial statements of the group and of the company in the period of their initial adoption.

BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the company and entities (including structured entities) controlled by the company and its subsidiaries. Control is achieved when the company:

• Has power over the investee;

• Is exposed, or has rights, to variable returns from its involvement with the investee; and


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55

• Has the ability to use its power to affect its returns.

The company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The company considers all relevant facts and circumstances in assessing whether or not the company's voting rights in an investee are sufficient to give it power, including:

• The size of the company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

• Potential voting rights held by the company, other vote holders or other parties;

• Rights arising from other contractual arrangements; and

• Any additional facts and circumstances that indicate that the company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the company obtains control over the subsidiary and ceases when the company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the company gains control until the date when the company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the group's accounting policies.

Changes in the group's ownership interests in existing subsidiaries

Changes in the group's ownership interests in subsidiaries that do not result in the group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the company. When the group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable FRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS 39 Financial Instruments, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

In the company’s financial statements, investments in subsidiaries, associates and joint ventures are carried at cost less any impairment in net recoverable value that has been recognised in profit or loss.


56

BUSINESS COMBINATIONS - Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the acquisition date fair values of assets given, liabilities incurred by the group to the former owners of the acquiree, and equity interests issued by the group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates at fair value, with changes in fair value recognised in profit or loss. Where a business combination is achieved in stages, the group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under the FRS are recognised at their fair value at the acquisition date, except that:

• Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefits respectively;

• Liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree’s share-based payment awards transactions with share-based payment awards transactions of the acquirer in accordance with the method in FRS 102 Share-based Payment at the acquisition date; and

• Assets (or disposal groups) that are classified as held for sale in accordance with FRS 105 Non- current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another FRS.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year from acquisition date.

FINANCIAL INSTRUMENTS - Financial assets and financial liabilities are recognised on the group’s statement of financial position when the group becomes a party to the contractual provisions of the instrument.


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Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period. Income and expense is recognised on an effective interest basis for debt instruments other than those financial instruments “at fair value through profit or loss”.

Financial assets

All financial assets are recognised and de-recognised on a trade date basis where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value plus transaction costs, except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets “at fair value through profit or loss” and “loans and receivables”. The classification depends on the nature and purpose of financial assets and is determined at the time of initial recognition.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL.

A financial asset is classified as held for trading if:

• It has been acquired principally for the purpose of selling in the near future; or

• On initial recognition, it is part of an identified portfolio of financial instruments that the group manages together and has a recent actual pattern of short-term profit-taking; or

• It is a derivative that is not designated and effective as a hedging instrument. Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in “other operating income” line in the statement of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 4.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and receivables”. Loans and receivables (including trade and other receivables, bank balances and cash) are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the effect of discounting is immaterial.

Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.


58

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade and other receivables where the carrying amount is reduced through the use of an allowance account. When trade and other receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to the profit or loss. Changes in the carrying amount of the allowance account are recognised in profit or loss.

For financial assets measured at amortised costs, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the financial assets at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Derecognition of financial assets

The group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the group recognises its retained interest in the assets and an associated liability for amounts it may have to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Interest expense calculated using the effective interest method is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs (see below).

Derecognition of financial liabilities

The group derecognises financial liabilities when, and only when, the group’s obligations are discharged, cancelled or they expire.

LEASES - Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an


SOLID GROWTH

59

operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

The group as lessee

Assets held under finance leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the group’s general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in the periods in which they are incurred.

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

SALE AND LEASEBACK TRANSACTIONS - For sale and leaseback transactions which result in an operating lease, and it is clear that the transaction is established at fair value, any profit or loss shall be recognised immediately. If the sale price is below fair value, any profit or loss shall be recognised immediately except that, if the loss is compensated for by future lease payments at below market price, it shall be deferred and amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value shall be deferred (recorded as deferred income) and amortised over the period for which the asset is expected to be used.

OTHER INVESTMENT - These comprise investment in club memberships which are stated at cost less any impairment in net recoverable value that has been recognised in profit or loss.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost, less accumulated depreciation and any accumulated impairment losses.

Properties in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

The group have adopted the component approach to depreciation whereby the amount initially recognised in respect of an item of property, plant and equipment is allocated to its significant components. Each significant component is depreciated based on its estimated useful life.

Construction-in-progress is not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

Leasehold land and building - 59 years or over the remaining period of lease, whichever is lowerEquipment - 5 to 20 yearsFurniture and fittings - 5 to 10 yearsMotor vehicles - 5 or 10 yearsLeasehold improvements - 5 to 57 years or over the period of lease, whichever is lower


60

The estimated useful lives, residual value and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amounts of the asset and is recognised in profit or loss.

LAND LEASE RIGHTS - Prepaid land lease rights is accounted for as land lease rights and amortised on a straight line basis over the lease term of 59 years (Note 8).

IMPAIRMENT OF TANGIBLE ASSETS - At end of each reporting period, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

PROVISIONS - Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

MERGER DEFICIT - Merger deficit represents the difference between the nominal amount of the share capital of the subsidiaries at the date on which they were acquired by the group and the nominal amount of the share capital issued by the company as consideration for the acquisition on common control during the initial public offering.

CAPITAL RESERVE - Capital reserve represents the difference between the reimbursement received from the vendors and the allocated initial public offering expenses. The excess of allocated initial public offering expenses is recognised as deemed capital contribution by the vendors.


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61

GOVERNMENT GRANTS - Government grants are not recognised until there is reasonable assurance that the group will comply with the conditions attaching to them and the grants will be received. Government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are recognised in profit or loss in the period in which they become receivable.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Management service income

Revenue from rendering of management services includes transportation management services, warehousing and property management services, container depot management services and automotive logistics management services. Such revenue is recognised as and when services are rendered to the customers. Rental income is included in the management service income and is recognised from the operating leases as described above.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Dividend income

Dividend income is recognised when the shareholders’ rights to receive payment have been established. BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans are charged as an expense when employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the group’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against


62

which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised on taxable temporary differences arising on investment in subsidiaries except where the group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited outside profit or loss (either in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss (either in other comprehensive income or directly in equity, respectively).

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the group and the statement of financial position and statement of changes in equity of the company are presented in Singapore dollars, which is the functional currency of the company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of the reporting period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange


SOLID GROWTH

63

differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of foreign currency translation reserve.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such instruments, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of foreign currency translation reserve.

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS - Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

3. CrItICaL aCCouNtING JudGeMeNts aNd KeY sourCes oF estIMatIoN uNCertaINtY

In the application of the group’s accounting policies, which are described in Note 2, management is required to make judgements, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. (i) Critical judgements in applying the entity’s accounting policies

Apart from those involving estimates discussed below, the management has not made any critical judgement in the process of applying the group’s accounting policies that have the most significant effect on the amounts recognised in the financial statements.

(ii) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Depreciation of property, plant and equipment

The cost of property, plant and equipment is depreciated on a straight-line basis over the assets' estimated useful lives as set out in Note 2 to the financial statements. Changes in the expected level and future usage can impact the economic useful lives of these assets with consequential impact on the future depreciation charge.

The carrying amounts of property, plant and equipment are stated in Note 10 to the financial statements.

Impairment of property, plant and equipment

The group assesses annually whether there are any indication of impairment of property, plant and equipment. In instances where there are indications of impairment, the recoverable amounts of property, plant and equipment will be determined based on value-in-use calculations.

These calculations require the use of judgement and estimates. The carrying amounts of the group’s property, plant and equipment are disclosed in Note 10 to the financial statements.

Allowance for doubtful receivables

Allowance for doubtful receivables is made in the financial statements based on management’s best estimate of the carrying amount of receivables that are doubtful of collection after evaluation of collectability and aging analysis of accounts. A considerable amount of judgement is required in


64

assessing the ultimate realisation of these receivables, including the current creditworthiness and the past collection history of each customer where the expectation is different from the original estimate, such difference will impact the carrying value of trade and other receivables. The carrying amounts of trade and other receivables are disclosed in Notes 7 and 8 to the financial statements respectively.


The group has made provision for reinstatement costs as it is required to reinstate the leased premises to their original condition upon the expiry of lease. The carrying amount of the provision represents management’s best estimate using comparable historical data, quotations obtained and industry practices (Note 17).

4. FINaNCIaL INstruMeNts, FINaNCIaL rIsKs aNd CaPItaL rIsKs MaNaGeMeNt

(a) Categoriesoffinancialinstruments

The following table sets out the financial instruments as at the end of each reporting period:


Group Company2015 2014 2015 2014$'000 $'000 $'000 $'000

Financial assetsLoans and receivables (including cash and bank balances)

Held-for-trading investments

Financial liabilitiesPayables at amortised cost

66,412

24

66,436

155,504

73,783

25

73,808

158,794

26,578

-

26,578

5,100

32,704

-

32,704

3,209

(b) Financialriskmanagementpoliciesandobjectives

The risks associated with the group’s financial assets and liabilities are set out below. Management manages and monitors these exposures to ensure appropriate risk management measures are implemented on a timely and effective manner. There has been no change to the group’s exposure to these financial risks or the manner in which it manages and measures the risk.

(i) Credit risk management

The group’s maximum exposure to credit risk in the event the counterparties fail to perform their obligations in relation to each class of recognised financial assets is the carrying amount of those assets as indicated in the statements of financial position.

At the end of the reporting period, there is no significant concentration of credit risk except for the trade balances due from five (2014: five) major customers amounting to $5,274,000 (2014: $6,885,000) representing 30% (2014: 41%) of total trade receivables.

Cash and fixed deposits are placed with reputable financial institutions.

Further details on credit risk of trade and other receivables are disclosed in Notes 7 and 8 to the financial statements respectively.

SOLID GROWTH

65

The maximum amount that the group could be forced to settle under the financial guarantee contract if the full guaranteed amount is claimed by the counterparty to the guarantee is disclosed in Note 30. Based on expectations at the end of the reporting period, the group considers that it is more likely than not that no amount will be payable under the arrangement. (ii) Interest rate risk management

The group’s exposure to changes in interest rates relates primarily to interest-bearing bank loans as disclosed in Note 12 to the financial statements.

The sensitivity analyses below have been determined based on the exposure to interest rates for interest-bearing bank loans at the end of the reporting period and the stipulated changes taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher or lower and all other variables were held constant, the group’s profit for the year ended December 31, 2015 would decrease/increase by $571,000 (2014: decrease/increase by $568,000). This is mainly attributable to the group’s exposure to interest rates on its variable rate borrowings.

(iii) Foreign exchange risk management

The group’s transactions are largely denominated in Singapore dollars. Foreign currency sensitivity analysis has not been performed as management does not expect any reasonable changes to foreign currency rates to have a significant impact on the results of the group.

(iv) Liquidity risk management

The group monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the group’s operations and mitigate the effects of fluctuations in cash flows. Funding is obtained via term loans and finance leases.


66

Weightedaverageeffectiveinterest

rate

on demandwithin1 year

Within2 to 5years

after5 years

adjust-ment total

% $'000 $'000 $'000 $'000 $'000

2015Non-interest-bearing

Variable interest rate instruments

Fixed interest rate instruments

2014Non-interest-bearing

Variable interest rate instruments

Fixed interest rate instruments

-

2.54

1.66

-

2.25

1.43

37,120

15,141

1,550

53,811

35,495

10,151

3,362

49,008

32

41,907

2,541

44,480

-

38,839

6,907

45,746

189

80,270

-

80,459

-

84,242

-

84,242

-

(23,025)

(221)

(23,246)

-

(19,724)

(478)

(20,202)

37,341

114,293

3,870

155,504

35,495

113,508

9,791

158,794


The financial liabilities of the company are interest-free and repayable on demand or within one year from the end of the reporting period.

The group’s and company’s non-derivative financial assets are due on demand or within one year and interest-free, except for fixed deposits as disclosed in Note 6 and non-current portion of financial assets included in trade receivables and other receivables as disclosed in Note 7 and 8 respectively.

The company has provided financial guarantees to financial institutions in respect of financing facilities extended to its subsidiaries (Note 30). The maximum amount that the group could be forced to settle under the financial guarantee contract if the full guaranteed amount is claimed by the counterparty to the guarantee is disclosed in Note 30. The earliest period that the guarantee could be called is within 1 year (2014: 1 year) from the end of the reporting period. Management has assessed that the fair value of the financial guarantees provided by the company is not material to the financial statement of the company and therefore is not recognised.

Liquidity and interest risk analyses for non-derivative financial liabilities

The following table details the group’s contracted maturities for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which is not included in the carrying amount of the financial liability on the statement of financial position.

Group

SOLID GROWTH

67


(v) Fair value of financial assets and financial liabilities

The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables approximate their respective fair values due to the relatively short-term maturity of these financial instruments.

The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to the financial statements.

(c) Capitalriskmanagementpoliciesandobjectives

The group manages its capital to ensure that entities in the group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the group consisted of debts (which included bank borrowings and finance leases as disclosed in Notes 12 and 14 respectively) and equity attributable to equity holders of the company, comprising issued share capital, reserves and accumulated profits.

As a part of review of the capital structure, management considers the cost of capital and the risks associated with each source of financing. The management of capital structure includes making decisions relating to payment of dividends and the redemption of existing loans and the group’s overall strategy has remained unchanged from the previous financial year.

5. reLated PartY aNd other traNsaCtIoNs

Some of the group's transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is reflected in these financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.

During the year, except as disclosed in the other notes to the financial statements, the group entities entered into the following significant transactions with related parties:

(a) Entities with common directors / Entities in which directors have interests / Directors

2015 2014$'000 $'000

Warehousing and related services income

Transportation and service income

Sale of property, plant and equipment

Other income

Construction of integrated logistics hub

Renovation services

Repair and maintenance expense

Purchase of property, plant and equipment

208

151

138

10

(8,636)

(110)

(42)

(40)

195

230

-

-

(60,594)

-

(41)

(8)

(b) Joint ventures

2015 2014$'000 $'000

Container depot management and related services income - 66

68


(c) Compensation of directors and key management personnel

The remuneration of directors and other members of key management are as follows:

The amounts outstanding from related parties are unsecured and will be settled in cash. No guarantees have been given or received. No expense has been recognised in the period for bad or doubtful receivables in respect of the amounts owed by related parties.

2015 2014$'000 $'000

Short-term benefits

Post-employment benefits

6,524

116

6,640

4,430

111

4,541

6. Cash aNd BaNK BaLaNCes

As at December 31, 2015, the fixed deposits bore an average effective interest rate of 1.09% (2014: 0.89%) per annum with tenure of approximately one month to one year (2014: one month to one year). The fixed deposits can be readily converted into cash.

Group Company

2015 2014 2015 2014$'000 $'000 $'000 $'000

Fixed deposits

Cash at banks

Cash on hand

Cash and bank balances

Less: Pledged deposits

Cash and cash equivalents

13,544

31,647

64

45,255

(802)

44,453

10,438

42,960

44

53,442

(792)

52,650

-

2,899

1

2,900

-

2,900

-

4,858

1

4,859

-

4,859

SOLID GROWTH

69

Group Company

2015 2014 2015 2014$'000 $'000 $'000 $'000

Outside parties

Allowance for doubtful receivables

Subsidiaries (Note 11)

Related parties (Note 5)

17,471

(64)

17,407

-

51

17,458

17,135

323

17,458

16,636

(71)

16,565

-

244

16,809

16,809

-

16,809

-

-

-

11,789

-

11,789

11,789

-

11,789

-

-

-

9,723

-

9,723

9,723

-

9,723

The average credit period of the group is 30 days (2014: 30 days). No interest is charged on outstanding balances. The non-current trade receivables have not been discounted to present value as management is of the opinion that the effect would be insignificant.

Trade receivables are provided for based on estimated irrecoverable amounts from the rendering of services, determined by reference to past default experience.

Before accepting any new customer, the group will assess the potential customer’s credit quality and define credit limits by customer. Limits attributed to customers are reviewed periodically.


7. trade reCeIVaBLes

Current

Non-current

70

Included in the group’s and company’s trade receivable balance are debtors with a carrying amount of $9,955,000 and $11,223,000 (2014: $9,555,000 and $8,977,000) which are past due at the end of the reporting period for which the group and the company have not recognised an allowance for doubtful receivables as there has not been a significant change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral over these balances. In determining the recoverability of a trade receivable, the group and the company consider any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. Accordingly, management believes that there is no further credit provision required in excess of the allowance for doubtful receivables.

The table below is an analysis of trade receivables as at the end of the reporting period:


Group Company

2015 2014 2015 2014$'000 $'000 $'000 $'000

Not past due and not impaired

Past due but not impaired

Within 3 months

More than 3 months

Trade receivables not impaired

Impaired receivables

- collectively assessed (i)

Less: Allowance for doubtful receivables

Total trade receivables, net

7,503

7,760

2,195

17,458

64

(64)

-

17,458

7,254

7,945

1,610

16,809

71

(71)

-

16,809

566

2,425

8,798

11,789

-

-

-

11,789

746

1,617

7,360

9,723

-

-

-

9,723

The movements in the allowance for doubtful receivables are as follows:

(i) These amounts are stated before any deduction for impairment losses.

Group Company2015 2014 2015 2014$'000 $'000 $'000 $'000

Balance at beginning of year

Amount written off during the year

Amount written back during the year

Allowance recognised in profit or loss

Exchange differences

Balance at end of year

71

(4)

(2)

-

(1)

64

110

(61)

-

22

-

71

-

-

-

-

-

-

-

-

-

-

-

-

SOLID GROWTH

71

8. other reCeIVaBLes

1 The other receivables due from outside parties are repayable on demand and management is of the view that these receivables are not impaired and are recoverable.

2 The company’s receivables from the subsidiaries are unsecured, interest free and repayable on demand.

3 The staff loans are unsecured and interest-free. 4 Prepaid land lease rights in relation to the land lease with Port Klang Free Zone Sdn. Bhd. in Malaysia of $1,787,000 (2014: Nil) has been included as prepayment.

5 The non-current other receivables have not been discounted to present value as management is of the opinion that the effect would be insignificant.

9. heLd-For-tradING INVestMeNts

The fair values of the quoted equity investments are based on closing quoted market prices on the last market day of the year (Level 1).


Group Company2015 2014 2015 2014$'000 $'000 $'000 $'000

Outside parties 1

Subsidiaries (Note 11) 2

Receivable from disposal of property

Staff loans 3

Deposits

Prepayment 4

Current

Non-current 5

2,007

-

477

6

1,209

3,213

6,912

3,618

3,294

6,912

1,766

-

477

4

1,285

1,544

5,076

3,173

1,903

5,076

-

11,862

-

-

27

45

11,934

11,934

-

11,934

30

18,092

-

-

-

37

18,159

18,159

-

18,159

Group Company2015 2014 2015 2014$'000 $'000 $'000 $'000

Quoted equity investments at fair value 24 25 - -

72

10. ProPertY, PLaNt aNd eQuIPMeNt


Leaseholdland andbuilding equipment

Furnitureand

fittingsMotor

vehicles

Leaseholdimprove-

ments

Con- struction

in-progress total$'000 $'000 $'000 $'000 $'000 $'000 $'000

Group

Cost:

At January 1, 2014

Additions

Acquired on acquisition of subsidiaries (Note 28)


Disposals

Transfer


Additions


Disposals

Transfer


18,287

-

-

-

(5,341)

116,568

129,514

-

-

-

13,169

142,683

3,612

804

-

-

(383)

1,224

5,257

752

-

(48)

777

6,738

380

52

44

(1)

(6)

-

469

376

(3)

-

-

842

28,052

4,948

552

(15)

(3,900)

-

29,637

5,341

(42)

(4,397)

-

30,539

10,421

195

155

(4)

(454)

3,470

13,783

2,295

(20)

(12)

142

16,188

97,625

68,822

-

-

-

(121,262)

45,185

17,507

(331)

(4,340)

(14,088)

43,933

158,377

74,821

751

(20)

(10,084)

-

223,845

26,271

(396)

(8,797)

-

240,923

SOLID GROWTH

73

Leaseholdland andbuilding equipment

Furnitureand

fittingsMotor

vehicles

Leaseholdimprove-

ments

Con- struction

in-progress total$'000 $'000 $'000 $'000 $'000 $'000 $'000

GroupAccumulated depreciation:

At January 1, 2014

Depreciation for the year

Acquired on acquisition of subsidiaries (Note 28)


Disposals




Disposals

At December 31,

2015

Carrying amount:



9,678

2,640

-

-

(2,087)

10,231

3,336

-

-

13,567

129,116

119,283

2,437

470

-

-

(379)

2,528

594

-

(33)

3,089

3,649

2,729

241

44

27

(1)

(2)

309

52

(2)

-

359

483

160

18,408

2,414

397

(12)

(3,593)

17,614

2,813

(27)

(3,877)

16,523

14,016

12,023

3,361

2,201

155

(4)

(426)

5,287

2,675

(20)

(12)

7,930

8,258

8,496

-

-

-

-

-

-

-

-

-

-

43,933

45,185

34,125

7,769

579

(17)

(6,487)

35,969

9,470

(49)

(3,922)

41,468

199,455

187,876

During the financial year ended December 31, 2014, borrowing costs of $1,289,000 which are entirely related to cumulative bank loan drawn down amounting to $114,019,000 were capitalised into construction-in-progress (Note 22).

During the financial year ended December 31, 2015, borrowing costs of $53,000 which are entirely related to a finance lease arrangement were capitalised into construction-in-progress (Note 22).

During the financial year ended December 31, 2015, certain property, plant and equipment with carrying amount of $4,340,000 (2014: $Nil) were returned to a vendor and the finance lease arrangement in respect of the returned assets was discharged accordingly.


74

Company equipmentMotor

vehicles total$'000 $'000 $'000

Cost:

At January 1, 2014

Additions


Additions

Disposals


Accumulated depreciation:

At January 1, 2014




Disposals


Carrying amount:



13

1

14

3

-

17

6

4

10

4

-

14

3

4

-

695

695

-

(175)

520

-

-

-

53

(2)

51

469

695

13

696

709

3

(175)

537

6

4

10

57

(2)

65

472

699

As at December 31, 2015, property, plant and equipment of the group with carrying amount of $166,311,000 (2014: $171,072,000) are pledged as security for bank facilities disclosed in Note 12 to the financial statements. As at December 31, 2015, property, plant and equipment with carrying amount of $6,621,000 (2014: $15,642,000) are under finance lease arrangements disclosed in Note 14 to the financial statements.

11. INVestMeNt IN suBsIdIarIes

Company

2015 2014$'000 $'000

Unquoted equity shares, at cost 36,084 34,984


SOLID GROWTH

75

Details of the company's subsidiaries at the end of the reporting periods were as follows:

Name ofsubsidiaries

Country ofincorporation

and operations

Proportion of ownership interest and

voting power heldPrincipal activity

2015 2014% %

SH Cogent Logistics Pte. Ltd.

Cogent Jurong Island Pte. Ltd. (Previously known as Soon Hock Transportation Pte. Ltd.)

Cogent Investment Group Pte. Ltd.

Cogent Automotive Logistics Pte. Ltd.

Cogent Container Solutions Pte. Ltd.*

Singapore

Singapore

Singapore

Singapore

Singapore

100

100

100

100

100

100

100

100

100

-

Provision of warehousingmanagementservices, andcontainer depotmanagementservices andtransportation of containers and cargoes

Provision ofwarehousingservices

Provision ofwarehousingservices

Export processing,transportation and storage of motor vehicles Trading, leasing and customisationof containers


76

The following subsidiaries are held by SH Cogent Logistics Pte Ltd:

* During the financial year, the group established a new wholly-owned subsidiary in Singapore, Cogent Container Solutions Pte. Ltd. which remained dormant as at the end of the reporting period. Subsequent to the year end, the subsidiary was placed under members’ voluntary liquidation.

** During the financial year ended December 31, 2014, the group acquired the remaining 50% equity interest of Cogent Container Depot Pte. Ltd. and Cogent Container Depot (M) Sdn. Bhd. (Note 28).

*** SH Cogent Logistics Sdn. Bhd. was incorporated during the financial year ended December 31, 2014.

All of the above subsidiaries are audited by Deloitte & Touche LLP, Singapore except for subsidiaries in Malaysia and the dormant subsidiary in Singapore which are not significant to the group.

Name ofsubsidiaries

Country ofincorporation

and operations

Proportion of ownership interest and

voting power heldPrincipal activity

2015 2014% %

Cogent Land Capital Pte. Ltd.

Cogent Container Depot Pte. Ltd.**

Cogent Container Depot (M) Sdn. Bhd.**

SH Cogent Logistics Sdn. Bhd. ***

Singapore

Singapore

Malaysia

Malaysia

100

100

100

100

100

100

100

100

Provision ofautomotive logisticsmanagement services, warehousingand propertymanagement services

Provision ofcontainer depotmanagement services

Provision ofcontainer depotmanagement services

Provision ofcontainer depotmanagement services and warehousing management services


SOLID GROWTH

77


12. BaNK LoaNs

Group Company

2015 2014 2015 2014$’000 $’000 $’000 $’000

Secured - at amortised cost

Bank loans

Non-current portion of bank loans

114,293

(102,407)

113,508

(105,907)

-

-

-

-

Current portion of bank loans 11,886 7,601 - -

The bank loans are repayable as follows:

Within one year

Later than one year and not

later than five years

Later than five years

11,886

31,589

70,818

7,601

30,405

75,502

-

-

-

-

-

-

114,293 113,508 - -

The group has 3 principal bank loans:

a) Term loans of $110,293,000 (2014: $113,508,000). The loans are repayable in 166 to 167 (2014: 178 to 179) monthly repayments and a final repayment of the balance amount outstanding. The effective interest rate for the term loans are 2.54% (2014: 2.25%) per annum. The loans are secured by a first mortgage over a property ("Property") of a subsidiary; fixed and floating charge over certain assets of a subsidiary; an assignment of the rights, interests and benefits arising under the construction contract and performance bonds relating to the construction of a Property; and assignment of the rights, interests and benefits arising under the insurance policies relating to the construction of the Property; and financial guarantee from the company.

b) A revolving short term loan of $3,500,000 (2014: $Nil). The short term loan is repayable in January 2016. The effective interest rate for the loan is 2.40% (2014: Nil%) per annum. The loan is secured by financial guarantee from the company.

c) A revolving short term loan of $500,000 (2014: $Nil). The short term loan is repayable in January 2016. The effective interest rate for the loan is 2.12% (2014: Nil%) per annum. The loan is secured by financial guarantee from the company and a fixed charge over fixed deposits of a subsidiary.

78

arising fromsale and

leaseback others total$’000 $’000 $’000

Group

At January 1, 2014AdditionCredit to profit or loss

3,000 -

(1,000)

24 41

(43)

3,024 41

(1,043)

At December 31, 2014Credit to profit or loss

2,000 (1,000)

22 (22)

2,022 (1,022)

At December 31, 2015 1,000 - 1,000

2015 Current portion 1,000 - 1,000

2014 Current portionNon-current portion

1,000 1,000

22 -

1,022 1,000

2,000 22 2,022

The deferred income arose mainly from the sale and leaseback of a leasehold property held by a subsidiary in 2009. The total gain on disposal of the leasehold amounted to $20,561,000 of which $7,000,000 was recorded as a deferred income to be amortised over the next 7 years. The gain on disposal of $13,561,000 was recorded in profit or loss in 2009 and the deferred income of $7,000,000 approximated the land rental and property tax payable by the subsidiary over the lease period of 7 years in accordance with the leaseback arrangement.


13. deFerred INCoMe

SOLID GROWTH

79

Group

Minimum lease payments

Present value ofminimum lease payments

2015 2014 2015 2014$’000 $’000 $’000 $’000

Amounts payable under finance leases: Within one yearLater than one year and not later than five years

1,550

2,541

3,362

6,907

1,467

2,403

3,198

6,593

Less: Future finance charges 4,091 (221)

10,269 (478)

3,870 9,791

Present value of lease obligations 3,870 9,791

Less: Amounts due for settlement within 12 months (shown under current liabilities) (1,467) (3,198)

Amount due for settlement after 12 months 2,403 6,593

averagelease term

average effectiveborrowing rate per annum

As at December 31, 2015

As at December 31, 2014

48 months

47 months

1.66%

1.43%

It is the group’s policy to lease certain of its plant and equipment under finance leases. The average lease term and the average effective borrowing rate are as follows:

Interest rates are fixed at the contracted date, and thus expose the group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangement has been entered into for contingent rental payments.

The group’s obligations under finance leases are secured by its property, plant and equipment (Note 10).


14. FINaNCe Leases

15. trade PaYaBLes The group’s and company’s payables pertain to outside parties and are interest-free. The average credit period on services received is 30 days (2014: 30 days).

80

Group Company

2015 2014 2015 2014$’000 $’000 $’000 $’000

Outside partiesSubsidiaries (Note 11)Related parties (Note 5)AccrualsRental deposits

4,255 -

4,560 9,519

12,765

1,294 -

9,460 6,751

12,265

54 1 -

4,879 -

13 185

6 2,897

-

31,099 29,770 4,934 3,101

CurrentNon-current

30,878 221

29,770 -

4,934 -

3,101 -

31,099 29,770 4,934 3,101

accelerated tax

depreciation$’000

Group At January 1, 2014Charge to profit or loss (Note 23)

515 347

At December 31, 2014Charge to profit or loss (Note 23)

862 476

At December 31, 2015 1,338

The amount due to related parties pertain mainly to costs incurred for the construction of the integrated logistics hub (Note 5).

The non-current other payables have not been discounted to present value as management is of the opinion that the effect would be insignificant.


16. other PaYaBLes

17. ProVIsIoN For reINstateMeNt Costs The provision for reinstatement costs is an estimation of costs to reinstate the group’s leased premises to their original state upon expiry of the lease.

18. deFerred taX LIaBILItIes

SOLID GROWTH

81

Group and CompanyNumber of ordinary shares share capital

2015 2014 2015 2014’000 ’000 $’000 $’000

Issued and paid up: At beginning and end of year 478,500

478,500 45,092 45,092

Fully paid ordinary shares, which have no par value, carry a right to dividends as and when declared by the company.

Group2015 2014$'000 $'000

Transportation management servicesContainer depot management servicesAutomotive logistics management servicesWarehousing and property management services

27,192 22,404 27,461 52,176

30,279 19,836 23,402 44,952

129,233 118,469

Group2015 2014$'000 $'000

Interest income Bargain purchase gain Gain on disposal of property, plant and equipmentFair value gain on held-for-trading investments (Note 9)Dividend income from held-for-trading investments Insurance claims Government grants Net foreign exchange gain Administrative income Others

225 -

628 - 3

66 743

37 293

25

113 29

7,066 1 1

38 498

29 450

84

2,020 8,309


19. share CaPItaL

20. reVeNue

21. other oPeratING INCoMe

82

Income tax is calculated at 17% (2014: 17%) of the estimated assessable income for the year.

The total charge for the year can be reconciled to the accounting profit as follows:


22. FINaNCe Costs

23. INCoMe taX eXPeNse

Group2015 2014$'000 $'000

Interest expense to third partiesLess: Amounts included in the cost of qualifying assets (Note 10)

3,171

(53)

2,277

(1,289)

3,118 988

Group2015 2014$'000 $'000

Current yearOverprovision in prior yearsDeferred tax (Note 18)

4,781 (125)

476

3,806 (167)

347

5,132 3,986

2015 2014$'000 $'000

Profit before tax

Tax at domestic income tax rateTax effect of non-allowable (non-taxable) itemsTax effect of utilisation of unused tax losses not recognised in prior year Tax concessionTax rebate Exempt income Over-provision in prior years

30,598

5,202 1,081

(154) (587) (117) (168)(125)

28,644

4,869 (154)

-

(325) (123) (114) (167)

5,132 3,986 Total income tax expense

SOLID GROWTH

83

Group2015 2014'000 '000

Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share 478,500

478,500

Group2015 2014$'000 $'000

Earnings for the purposes of calculation of basic and diluted earnings per share (profit for the year attributable to equity holders of the company) 25,466

24,658

Group

2015 2014$'000 $'000

Directors’ remuneration Directors’ fees - of the company - of the subsidiaries Defined contribution plans included in employee benefits expense Net foreign exchange gain Fair value loss (gain) on held-for-trading investmentsAudit fees paid to auditors of the companyAudit fees paid to auditors of the subsidiariesNon-audit fees paid to auditors of the company

5,063

190 6

1,815 (37)

1 30

122 28

2,908

160 4

1,561 (29)

(1) 27

117 15

earnings

Number of shares


24. ProFIt For the Year

Profit for the year has been arrived at after charging (crediting):

25. earNINGs Per share

The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the company is based on the following:

84

Corporate expenses and unallocated assets relate to the provision of group level corporate service and investment in entities that do not constitute an operating segment. Accordingly, corporate expenses and unallocated assets are presented separately in the segment information presented.

Segment revenue represents revenue generated from both external and internal customers. Segment profits represent the profit earned by each segment. Finance costs, share of result of joint ventures and income tax are not allocated.

For the purposes of monitoring segment performance and allocating resources between segments, the chief operating decision maker monitors the tangible and financial assets attributable to each segment. Assets, if any, used jointly by reportable segments are allocated on the basis of the revenue earned by individual reportable segments. Segment liabilities represent operating liabilities attributable to each


26. dIVIdeNds

For the year ended December 31, 2015, the directors propose a first and final one-tier tax exempt dividend of 1.88 cents per ordinary share to be paid to shareholders, amounting to $9,000,000. This dividend is subject to approval by shareholders at the Annual General Meeting on April 28, 2016 and has not been included as a liability in the financial statements.

On May 25, 2015, the company paid a final one-tier tax exempt dividend of 2.58 cents per ordinary share and a special one-tier tax exempt dividend of 1.18 cents per ordinary share, totaling $17,992,000 in respect of the financial year ended December 31, 2014 to the shareholders of the company.

27. seGMeNt INForMatIoN Services from which reportable segments derive their revenue

For the purpose of the resource allocation and assessment of segment performance, the group’s chief operating decision makers have focused on the business operating units which in turn, are segregated based on their services. This forms the basis of identifying the operating segments of the group under FRS 108.

Operating segments are aggregated into a single reportable operating segment if they have similar economic characteristics and are similar in respect of nature of services and processes and/or their reported revenue.

The accounting policies of the reportable segments are the same as the group’s accounting policies described in Note 2.

The group’s reportable operating segments under FRS 108 are as follows:

Principal activities

Transportation services locally for laden and empty containers and other cargoes, as well as provision of dry hubbing logistics solutions and project cargo services.

Provision of integrated container depot services comprising storage, handling, washing and repair of empty containers.

Export processing, transportation and storage of motor vehicles.

Rental of warehouses, provision of warehousing services including packing, drumming, other ancillary services, and provision of property management services.

segment

(a) Transportation management services

(b) Container depot management services

(c) Automotive logistics management services

(d) Warehousing and property management services

SOLID GROWTH

85

By operating segments

transporta-tion

manage-ment

services

Container depot

manage-ment

services

automotivelogisticsmanage-

mentservices

Warehous-ing

and prop-erty

manage-ment

services

Inter-segment

elimination total

$’000 $’000 $’000 $’000 $’000 $’000

2014

revenue

External revenueInter-segment revenue

30,279

608

19,836

-

23,402

28

44,952

1,355

-

(1,991)

118,469

-

Total revenue 30,887 19,836 23,430 46,307 (1,991) 118,469

Segment profitFinance costsShare of loss of joint venturesCorporate expenses

3,061 2,293 8,471 16,063 - 29,888 (988)

(69) (187)

Profit before taxIncome tax expense

28,644 (3,986)

Profit for the year, net of tax 24,658


transporta-tion

manage-ment

services

Container depot

manage-ment

services


mentservices

Ware- housing

and propertymanage-

mentservices

Inter-segment

elimination total$’000 $’000 $’000 $’000 $’000 $’000

2015

revenue

External revenueInter-segment revenue

27,192

989

22,404

213

27,461

9

52,176

2,560

-

(3,771)

129,233

-

Total revenue 28,181 22,617 27,470 54,736 (3,771) 129,233

Segment profitFinance costsCorporate expenses

2,847 3,174 11,301 17,069 - 34,391 (3,118)

(675)

Profit before taxIncome tax expense

30,598 (5,132)

Profit for the year, net of tax 25,466

reportable segment. Loans and bank borrowings and tax liabilities are not allocated.

These are measures reported to the chief operating decision makers for the purpose of resource allocation and assessment of segment performance.

Information regarding the group’s reportable segments is presented in the tables below.

Segment revenue and profit or loss


86


transporta-tion

manage-ment

services

Container depot

manage-ment

services


mentservices

Warehous-ing

and prop-erty

manage-ment

services

Inter-segment

elimination total

$’000 $’000 $’000 $’000 $’000 $’000

2014

assets

Segment assetsUnallocated assets

25,420 13,313 19,438

201,512 (3,557) 256,126 7,138

Total assets 263,264

Liabilities

Segment liabilitiesLoans and borrowingsIncome tax payableDeferred tax liabilitiesUnallocated liabilities

3,285 3,147 7,289 21,843 (3,557) 32,007

123,299 3,971

862

6,560

Total liabilities 166,699

segment assets, liabilities and other segment information



transporta-tion

manage-ment

services

Container depot

manage-ment

services


mentservices

Ware- housing

and propertymanage-

mentservices

Inter-segment

elimination total$’000 $’000 $’000 $’000 $’000 $’000

2015

assets

Segment assetsUnallocated assets

Total assets Liabilities

Segment liabilitiesLoans and borrowingsIncome tax payableDeferred tax liabilitiesUnallocated liabilities

21,625 13,769 21,769

206,819 (698) 263,284 5,856

269,140

1,999 3,898 7,366 20,772 (698) 33,337

118,163 5,162

1,338

7,564

Total liabilities 165,564

SOLID GROWTH

87


Transportationmanagement

services

Container depot

managementservices

Automotivelogistics

managementservices

Warehousingand propertymanagement

services Total

$’000 $’000 $’000 $’000 $’000

2014

Capital expenditure Unallocated capital expenditure

2,664 1,504 132

69,422

73,722

1,099

74,821

Depreciation Unallocated depreciation

2,210 1,690 231 3,360 7,491

278

7,769

Other segment information

Geographical segment information

Except for two subsidiaries operating in Malaysia, the group’s operations are carried out solely in Singapore. The revenue generated by the two subsidiaries in Malaysia constitutes less than 10% of the group revenue during the year. Accordingly, no geographical segment information is presented.


Transportationmanagement

services

Container depot

managementservices

Automotivelogistics

managementservices

Warehousingand propertymanagement

services Total

$’000 $’000 $’000 $’000 $’000

2015

Capital expenditure Unallocated capital expenditure

4,131 2,953 306

18,487

25,877

394

26,271

Depreciation Unallocated depreciation

2,531 1,840 248 4,542 9,161

309

9,470


88

CCd(M) CCd total$’000 $’000 $’000

Consideration paid in cash 100 3 103

Fair values of identifiable assets acquired and liabilities assumed at the date of acquisition

Bargain purchase arising on acquisition

CCd(M) CCd total$’000 $’000 $’000

Current assetsCash and cash equivalentsTrade and other receivables

Non-current assetsProperty, plant and equipment

Current liabilitiesTrade and other payables

91 201

165

(217)

36 6

7

(26)

127 207

172

(243)

Net assets acquired and liabilities assumed 240 23 263

CCd(M) CCd total$’000 $’000 $’000

Consideration transferredFair value of equity interest held by the group immediately before the acquisitionLess: Fair value of identifiable net assets acquired

100

120 (240)

3

11 (23)

103

131 (263)

Bargain purchase gain (20) (9) (29)


28. aCQuIsItIoN oF suBsIdIarIes

On June 26, 2014, the group completed its acquisition of a further 50% equity interest in its joint venture company, JW Cogent Logistics Sdn Bhd (“JW Cogent”), at a cash consideration of RM$258,537 (equivalent to $99,502). Following the acquisition, JW Cogent became a wholly-owned subsidiary under the group and subsequently changed its name to Cogent Container Depot (M) Sdn Bhd (“CCD(M)”) on December 15, 2014. This transaction has been accounted for by the acquisition method of accounting.

On September 30, 2014, the group completed its acquisition of a further 50% equity interest in its joint venture company, JWC Logistics Pte Ltd (“JWC”), at a cash consideration of $3,315. Following the acquisition, JWC became a wholly-owned subsidiary under the group and subsequently changed its name to Cogent Container Depot Pte. Ltd. (“CCD”) on October 21, 2014. This transaction was accounted for by the acquisition method of accounting.

SOLID GROWTH

89

Net cash inflow on acquisition of subsidiaries

Impact of acquisitions on the results of the group

Had the business combinations during the year been effected on January 1, 2014, there will be insignificant impact to the group.

At the end of the reporting period, the commitments in respect of non-cancellable operating leases for rental of land, warehouse premises and commercial property with a term of not less than one year were as follows:

Operating lease payments represent rental payable by the group for certain of its land and warehouse premises. Leases are negotiated for an average term of 2.1 years, except for land leases with JTC Corporation and Port Klang Free Zone Sdn. Bhd. which are negotiated for periods of up to 30 years. Rental expenses are fixed for an average of 1.8 years and are subject to review of rental rates every subsequent 1 to 5 years where applicable.

CCd(M) CCd total$’000 $’000 $’000

Consideration paid in cashLess: Cash and cash equivalents acquired

100 (91)

3 (36)

103 (127)

Net cash outflow (inflow) on acquisition of subsidiaries 9 (33) (24)


29. oPeratING Lease arraNGeMeNts

the group as lessee

2015 2014$'000 $'000

Minimum lease payments under operating leases recognised as an expense in the year 28,065

30,641

2015 2014$'000 $'000

Future minimum lease payable:

Within one yearLater than one year and not later than five yearsLater than five years

22,65624,44653,857

25,40641,41452,850

100,959 119,670

90

2015 2014$'000 $'000

Within one year

Later than one year and not later than five years

64,616

65,877

47,669

74,505

130,493 122,174


Group Company2015 2014 2015 2014$'000 $'000 $'000 $'000

Bankers’ guarantees (secured)

Capital commitments

1,797

8,649

2,210

1,105

1,133

-

1,512

-

The group rents out and manages its warehouse premises for storage to generate warehouse rental income and its commercial property to generate property rental income.

At the end of the reporting period, the group has contracted with tenants for the following future minimum lease payments:

The rental of certain commercial property units are based on either a fixed rental sum or a fixed rental sum plus a fixed percentage of monthly gross turnovers if the turnover exceeds a certain amount. The lease commitments for such units included above are determined based on the fixed rental.

Leases are committed and fixed for an average term of 2.7 years.

Bankers’ guarantees are secured by financial guarantees and pledged deposits.

As at December 31, 2015, the company has provided financial guarantees to banks in respect of the banking facilities granted to its subsidiaries amounting to $153,358,000 (2014: $158,270,000), of which $129,259,000 (2014: $125,537,000) was utilised at the end of the reporting period.

The capital commitments are made up of contracts for improvement of leasehold property and purchase of other equipment (2014: Contracts for construction of the integrated logistics hub, improvement of leasehold property and purchase of other equipment)

Included in capital commitments in the prior year was an amount of $823,000 due to related party in relation to construction of the integrated logistics hub.

the group as lessor

2015 2014$'000 $'000

Minimum lease payments under operating leases and recognised as an income in the year 61,019

52,315

30. CoMMItMeNts

SOLID GROWTH

91

31. suBseQueNt eVeNts

On December 22, 2015, the group commenced arbitration proceedings against a crane specialist for breaches of contract in relation to the gantry crane system which was to be constructed as part of the roof-top container depot. In connection with the breaches of contract, the group has called on the performance bond of $1,293,000 issued by an insurance company on behalf of the crane specialist.

The crane specialist has on January 5, 2016, filed for an injunction application to restrain the group from calling on, demanding or receiving payment under the performance bond and the injunction application has been dismissed by Singapore High Court on March 15, 2016 in favour of the group.


GeNeraL INForMatIoN oN share CaPItaL

Number of shares : 478,500,000Class of shares : OrdinaryVoting right : One vote per share

STATISTICS OF SHAREHOLDINGSAS AT 18 MARCH 2016

size of shareholdingsNo. of

shareholders % No. of shares %

1 - 99

100 - 1,000

1,001 - 10,000

10,001 - 1,000,000

1,000,001and above

6

63

276

417

18

0.77

8.08

35.38

53.46

2.31

163

57,030

1,660,400

35,539,532

441,242,875

0.00

0.01

0.35

7.43

92.21

total 780 100.00 478,500,000 100.00

DISTRIBUTION OF SHAREHOLDINGS

tWeNtY LarGest sharehoLders

No. Name No. of shares %

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Tan Yeow Khoon

Tan Yeow Lam

Citibank Nominees Singapore Pte Ltd

Raffles Nominees (Pte) Limited

Ng Poh Choo

Ang Kian Hui Larry (Wang Jianhui)

See See Meng

DBS Nominees (Private) Limited

Goh Hock San

Morgan Stanley Asia (Singapore) Securities Pte Ltd

Tan Min Cheow, Benson (Chen Minchao, Benson)

KGI Fraser Securities Pte. Ltd.

Phillip Securities Pte Ltd

Paul Jong Min Hian @ Paul Yong

HSBC (Singapore) Nominees Pte Ltd

Cheng Inn Inn Michelle

Keh Kim Chioh

DBSN Services Pte. Ltd.

UOB Kay Hian Private Limited

Goh Wee Suan

316,756,775

65,000,000

15,089,500

8,073,000

7,977,000

3,994,000

3,388,600

2,830,200

2,503,300

2,441,900

2,283,000

2,063,000

1,708,400

1,680,000

1,592,100

1,400,000

1,393,900

1,068,200

897,200

790,000

66.20

13.58

3.15

1.69

1.67

0.83

0.71

0.59

0.52

0.51

0.48

0.43

0.36

0.35

0.33

0.29

0.29

0.22

0.19

0.17

442,930,075 92.56total

SOLID GROWTH

direct interest % deemed interest %

Tan Yeow Khoon

Tan Yeow Lam

325,756,775

65,000,000

68.08

13.58

10,463,000

-

2.19

-

STATISTICS OF SHAREHOLDINGSAS AT 18 MARCH 2016

suBstaNtIaL sharehoLders

Substantial Shareholders as per Register of Substantial Shareholders as at 18 March 2016:

Note: * 9,000,000 of the shares under direct interest are held through Citibank Nominees Singapore Pte Ltd.

PerCeNtaGe oF sharehoLdING IN PuBLIC's haNds

As at 18 March 2016, approximately 15.48% of the Company's shares were held in the hands of the public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST which requires at least 10% of its listed securities to be held by the public at all times.

*

NOTICE IS HEREBY GIVEN that the AGM of Cogent Holdings Limited (“the Company”) will be held at Jurong Country Club, 9 Science Centre Road, Singapore 609078 on Thursday, 28 April 2016 at 10.00 am for the following purposes:

as ordINarY BusINess

1. To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company for the year ended 31 December 2015 together with the Auditors’ Report thereon. (resolution 1)

2. To declare a first and final one-tier tax exempt dividend of 1.88 Singapore cent per share for the year ended 31 December 2015. (resolution 2) 3. To re-elect the following Directors of the Company retiring pursuant to Article 94 of the Constitution of the Company: Mr Tan Min Cheow, Benson (See Explanatory Note (i)) (resolution 3) Mr Chan Soo Sen (See Explanatory Note (ii)) (resolution 4)

4. To approve the payment of Directors’ fees of S$196,000 for the year ending 31 December 2016, to be paid half-yearly in arrears. (2015: S$190,000) (resolution 5)

5. To re-appoint Deloitte & Touche LLP as Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. (resolution 6) 6. To transact any other ordinary business which may properly be transacted at an AGM.

as sPeCIaL BusINess

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications: 7. authority to issue shares

That pursuant to Section 161 of the Companies Act, Cap. 50 of Singapore (the “Singapore Companies Act”) and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors of the Company be authorised and empowered to:

(a) (i) issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force,

provided that:

NOTICE OF ANNUAL GENERAL MEETING

SOLID GROWTH

(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

(2) (subject to such calculation as may be prescribed by the SGX-ST for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the total number of issued Shares (excluding treasury shares) shall be based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

(a) new Shares arising from the conversion or exercise of any convertible securities;

(b) new Shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of Shares;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company; and (4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier. (See Explanatory Note (iii)) (resolution 7)

8. authorItY to GraNt aWards aNd to Issue shares PursuaNt to the CoGeNt hoLdINGs PerForMaNCe share PLaN

That approval be and is hereby given to the Directors of the Company to grant awards in accordance with the provisions of the Cogent Holdings Performance Share Plan (“the Plan”), and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the vesting of awards granted under the Plan, provided always that the aggregate number of Shares to be issued and/or transferred pursuant to the Plan, when added to the number of new Shares issued and issuable and/or transferred and transferable in respect of (a) all awards granted under the Plan, and (b) all options granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed fifteen per centum (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier. (See Explanatory Note (iv)) (resolution 8)

9. authorItY to Issue shares PursuaNt to the CoGeNt hoLdINGs eMPLoYee share oPtIoN sCheMe

That the Directors of the Company be authorised and empowered to offer and grant options in accordance with the rules of the Cogent Holdings Employee Share Option Scheme (“the Scheme”) and to issue from


time to time such number of Shares as may be required to be issued pursuant to the exercise of options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of new Shares to be issued pursuant to the Scheme, when added to the number of new Shares issued and issuable in respect of (a) all options granted under the Scheme, and (b) all awards granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed fifteen per centum (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier. (See Explanatory Note (v)) (resolution 9)

10. reNeWaL oF share PurChase MaNdate

That:

(1) pursuant to the Singapore Companies Act, the Directors of the Company be and are hereby authorised to purchase or otherwise acquire the Shares in the capital of the Company not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(a) on-market purchase(s) (“Market Purchase”), transacted on the SGX-ST through the ready market, through one or more duly licensed stock brokers appointed by the Company for the purpose; and/or

(b) off-market purchase(s) (“Off-Market Purchase”) effected pursuant to an equal access scheme, as may be determined or formulated by the Directors as they consider fit;

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Singapore Companies Act, and listing rules of the SGX-ST (the “Listing Rules”) as may for the time being be applicable (the “Share Purchase Mandate”); (2) the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Ordinary Resolution and expiring on the earlier of:

(a) the conclusion of the next AGM of the Company;

(b) the date by which the next AGM is required by law to be held;

(c) the date on which the purchases or acquisitions of Shares pursuant to the proposed Share Purchase Mandate are carried out to the full extent mandated; or

(d) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Shareholders in a general meeting;

(3) in this Ordinary Resolution:

“Maximum Limit” means that number of issued Shares representing not more than 5% of the issued share capital of the Company as at 28 April 2016, being the date of the 2016 AGM, excluding treasury shares and subject to any subsequent capital reduction or share consolidation;

“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:


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(a) in the case of a Market Purchase, 105% of the Average Closing Price (hereinafter defined) of the Shares; and

(b) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Highest Last Dealt Price (hereinafter defined) of the Shares,

where:

“Average Closing Price” means the average of the closing market prices of a Share for the five (5) consecutive Market Days (a “Market Day” being a day on which the SGX-ST is open for trading in securities) on which the Shares are transacted on the SGX-ST immediately preceding the date of the Market Purchase by the Company and deemed to be adjusted in accordance with the Listing Rules for any corporate action which occurs after the relevant five (5) Market Days;

“Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the SGX-ST on the Market Day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and

"day of the making of the offer" means the day on which the Company announces its intention to make an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase. (4) the Directors of the Company and each of them be and are hereby authorised to take such steps and exercise such discretion and do all such acts and things as they or he may deem desirable, necessary or expedient to give effect to matters referred to in paragraphs 10(1), 10(2) and 10(3) including, without limitation, to negotiate, execute and authorise the release of, in the name of and on behalf of the Company, all such agreements, deeds, undertakings, forms, circulars, announcements, instruments, notices, communications and other documents and things, and to approve any amendment, alteration or modification to any such document. (See Explanatory Note (vi)) (resolution 10)

By Order of the Board

Lee tIoNG hoCK Company SecretarySingapore, 12 April 2016


eXPLaNatorY Notes:

(i) Mr Tan Min Cheow, Benson will, upon re-election as a Director of the Company, continue to serve as Executive Director and Chief Executive Officer of the Company. Detailed information on Mr Tan Min Cheow, Benson can be found under sections entitled ‘Board of Directors’ and ‘Corporate Governance Report’ in the Company’s Annual Report 2015.

(ii) Mr Chan Soo Sen will, upon re-election as a Director of the Company, remain as member of the Audit Committee, Chairman of the Nominating Committee, member of the Remuneration Committee and will be considered independent. Detailed information on Mr Chan Soo Sen can be found under sections entitled ‘Board of Directors’ and ‘Corporate Governance Report’ in the Company’s Annual Report 2015.

(iii) The Ordinary Resolution 7 in item 7 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, 50% of the total number of issued Shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to shareholders.

For determining the aggregate number of Shares that may be issued, the total number of issued Shares (excluding treasury shares) will be calculated based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Shares.

(iv) The Ordinary Resolution 8 in item 8 above, if passed, will empower the Directors of the Company, from the date of this Meeting until the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue and/or transfer Shares pursuant to the Plan provided that the aggregate number of Shares to be issued and/or transferred pursuant to the Plan, when added to the number of new Shares issued and issuable and/or transferred and transferable in respect of (a) all awards granted under the Plan, and (b) all options granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed fifteen per centum (15%) of the total number of issued Shares (excluding treasure shares) in the capital of the Company from time to time.

(v) The Ordinary Resolution 9 in item 9 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares pursuant to the exercise of options granted or to be granted under the Scheme provided that the aggregate number of Shares to be issued pursuant to the Scheme, when added to the number of new Shares issued and issuable in respect of (a) all options granted under the Scheme, and (b) all awards granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed fifteen per centum (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time.

(vi) The proposed Resolution 10 in item 10 above, if passed, will empower the Directors of the Company to exercise all powers of the Company in purchasing or acquiring Shares pursuant to the terms of the Share Purchase Mandate. This authority will continue in force until the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting or the date on which the purchases or acquisitions of Shares pursuant to the proposed Share Purchase Mandate are carried out to the full extent mandated, whichever is the earlier unless previously revoked or varied at a general meeting.


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Notes:

1. (a) A member who is not a relevant intermediary, is entitled to appoint one or two proxies to attend and vote at the AGM.

(b) A member who is a relevant intermediary, is entitled to appoint more than two proxies to attend and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member.

“Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Cap. 50.

2. A proxy need not be a member of the Company.

3. Each of the resolutions to be put to the vote of members at the AGM (and at any adjournment thereof) will be voted on by way of a poll. 4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Cogent 1.Logistics Hub, 1 Buroh Crescent #6M-01, Singapore 627545 not less than forty-eight (48) hours before the time appointed for holding the AGM.

PersoNaL data PrIVaCY:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.


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PROXY FORM(Please see notes overleaf before completing this Form)

COGENT HOLDINGS LIMITED(Company Registration No. 200710813D)(Incorporated in the Republic of Singapore)

I/We,

of

being a member/members of Cogent Holdings Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %Address

No. Resolutions relating to: No. of Votes For* No. of Votes Against*

1 Directors’ Statement and Audited Financial Statements for the yearended 31 December 2015

2 Payment of a first and final one-tier tax exempt dividend

3 Re-election of Mr Tan Min Cheow, Benson as a Director

4 Re-election of Mr Chan Soo Sen as a Director

5

6

7 Authority to issue shares

8 Authority to grant awards and to issue shares pursuant to the CogentHoldings Performance Share Plan

9 Authority to issue shares pursuant to the Cogent Holdings EmployeeShare Option Scheme

10 Renewal of Share Purchase Mandate

* If you wish to exercise all your votes “For” or “Against”, please tick (√ ) within the box provided. Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2016.

Signature of Shareholder(s) or,Common Seal of Corporate Shareholder

*Delete where inapplicable

Total number of Shares in: No. of Shares(a) CDP Register

(b) Register of Members

IMPORTANT: A relevant intermediary may appoint more than two proxies to attend the Annual General Meeting and vote (please see note 4 for the definition of “relevant intermediary”).For investors who have used their CPF monies to buy the Company’s shares, this Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

1.

2.

3.

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held on Thursday, 28 April 2016 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the Meeting and at any adjournment thereof.

Re-appointment of Deloitte & Touche LLP as Auditors

Approval of Directors’ fees amounting to S$196,000 for the yearending 31 December 2016, to be paid half-yearly in arrears

Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act, Chapter 289), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. A member who is a relevant intermediary entitled to attend the meeting and vote is entitled to appoint more than two proxies to attend and vote instead of the member, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member appoints more than two proxies, the appointments shall be invalid unless the member specifies the number of Shares in relation to which each proxy has been appointed.

“Relevant intermediary” means:

(a) a banking corporation licensed under the Banking Act (Cap. 19) or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Cap. 289) and who holds shares in that capacity; or

(c) the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

5. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.

6. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at Cogent 1.Logistics Hub, 1 Buroh Crescent #6M-01, Singapore 627545 not less than forty-eight (48) hours before the time appointed for the Meeting.

7. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

8. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

PersoNaL data PrIVaCY:

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 12 April 2016.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.

Board Of Directors Executive Chairman TAN YEOW KHOON Executive Director & CEO TAN MIN CHEOW, BENSON Managing Director EDWIN TAN YEOW LAM Lead Independent Director CHAN SOO SEN Independent Director CHUA CHEOW KHOON, MICHAEL Independent Director TEO LIP HUA, BENEDICT

Company Secretary LEE TIONG HOCK

Registered Office COGENT 1.LOGISTICS HUB 1 Buroh Crescent #6M-01 Singapore 627545

Tel: +65 6266 6161 / 6727 7778 Fax: +65 6727 7777

www.cogentholdingsltd.com

Share Registrar BOARDROOM CORPORATE & ADVISORY SERVICES PTE LTD 50RafflesPlace#32-01SingaporeLandTowerSingapore048623

Tel:+6562309612 Fax:+6564388710

Audit Committee Chairman CHUA CHEOW KHOON, MICHAEL Members CHAN SOO SEN TEO LIP HUA, BENEDICT

Nominating Committee Chairman CHAN SOO SEN Members TEO LIP HUA, BENEDICT CHUA CHEOW KHOON, MICHAEL

Remuneration Committee Chairman TEO LIP HUA, BENEDICT Members CHAN SOO SEN CHUA CHEOW KHOON, MICHAEL

Auditors DELOITTE & TOUCHE LLP 6ShentonWayOUEDowntown2#33-00Singapore068809

Audit Partner-In-Charge: PATRICIA LEE KUANG HONG (Appointed since the financial year ended 31 December 2011)

Principal Bankers MALAYAN BANKING BERHAD UNITED OVERSEAS BANK LIMITED OVERSEA-CHINESE BANKING CORPORATION LIMITED

CORPORATE INFORMATION

SOLID AS STEEL

COGENT HOLDINGS LIMITEDHead Office: Cogent 1.Logistics Hub, 1 Buroh Crescent #6M-01, Singapore 627545

T: 6727 7778 | F: 6727 7777 | W: www.cogentholdingsltd.com

SOLID GROWTH - Cogent Holdings Pte Ltd · 2018. 5. 31. · provider of Automotive Logistics...

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Transcript of SOLID GROWTH - Cogent Holdings Pte Ltd · 2018. 5. 31. · provider of Automotive Logistics...